Producer Terms and Conditions

  • TERMS OF USE- PRODUCER

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
  • 1  TERMS OF WEBSITE USE

  • 1.1  These terms of use tells you the terms of use on which registered producers may make use of our website thegbexchange.com (“our site”). Use of our site includes accessing, browsing, registering to use our site or uploading content to our site in relation to you and your products, as well as offering goods for sale to us pursuant to our Terms of Purchase.
  • 1.2  Please read these terms of use carefully before you start to use our site, as these will apply to your use of our site. By using our site, you confirm that you accept these terms of use and that you agree to comply with them. If you do not agree to these terms of use, you must not use our site.


  • 2  INFORMATION ABOUT US 
  • thegbexchange.com is a site operated by Great Product Exchange Limited (“we”, “our” or “us”). We are registered in England and Wales under company number 09189901 and have our registered office at of Unit 1-2 Kingsley Farm, Kingsley Road, Harrogate, HG1 4RF. Our main trading address is of Unit 1-2 Kingsley Farm, Kingsley Road, Harrogate, HG1 4RF. Our VAT number is GB196504190.


  • 3  CHANGES TO OUR SITE AND THESE TERMS

  • 3.1  The content on and functionality of our site may change from time to time. We may also revise these terms of use at any time by amending this page, and are likely to do so when functionality changes.
  • 3.2  Please check this page from time to time to take notice of any changes we made, as they are binding on you if you continue to use our site.
  • 3.3  Any of the content on our site may be out of date at any given time, and we are under no obligation to update it. We do not guarantee that our site, or any content on it, will be free from errors or omissions.


  • 4  ACCESSING OUR SITE

  • 4.1  We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may occasionally need to interrupt access from time to time to support developments or improvements to our site. When it is available you may access it pursuant to these terms. We may suspend, withdraw, discontinue, change or restrict your ability to use all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.
  • 4.2  You are responsible for making all arrangements necessary for you to have access to our site, such as broadband or mobile internet access and a suitable web browser.
  • 4.3  You are also responsible for ensuring that all persons to whom you provide access to our site are aware of these terms of use and other applicable terms and conditions, and that they comply with them.
  • 4.4  You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.


  • 5 YOUR ACCOUNT AND PASSWORD
  • You must treat your user name, password or any other piece of information as part of our security procedures, as confidential. You must not disclose it to any third party. You are responsible for all activities which occur using this account. If you have reason to believe that your password has become known to anyone else, or is likely to be used in an unauthorised manner, you should notify us immediately.
  • 6 UPLOADING CONTENT TO OUR SITE

  • 6.1  Whenever you upload content to our site, you must comply with the content standards set below. These content standards apply to any and all material which you contribute to our site (“contributions”)
  • 6.2  The standards apply to each part of any contribution as well as to its whole.
  • 6.3  Contributions must:
    • 6.3.1  be accurate (where they state facts) and genuinely held (where they state opinions);
    • 6.3.2  comply with applicable law in the UK and in any country from which they are posted.
    • 6.3.3  Contributions must not:
    • 6.3.4  contain any material which is defamatory of any person, obscene, hateful or inflammatory;
    • 6.3.5  promote sexually explicit material, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age or any illegal activity;
    • 6.3.6  infringe any copyright, database right or trade mark of any other person;
    • 6.3.7  be likely to harass, upset, embarrass, alarm, annoy or deceive any person;
    • 6.3.8  be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
    • 6.3.9  be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
    • 6.3.10  be used to impersonate any person, or to misrepresent your identity or affiliation with any person; and
    • 6.3.11  give the impression that they emanate from us, if this is not the case.
  • 6.4  You agree to indemnify us against all losses we suffer as a result of your contributions.
  • 6.5  You are responsible for ensuring that the details you provide us with are correct and complete, and for informing us of any changes to the information you have provided.
  • 6.6  You confirm that we may deal with any contributions you upload as set out below.
  • 6.7  When you upload content to our site, you grant to us non-exclusive, royalty-free and fully sub licensable and transferable rights to use, host, display to users of our website and modify such content, relating to you and your products, throughout the world. We may also include or feature these in any general or targeted marketing, include them within user guides and other “help” style videos and literature, and pass this to banks, credit reference agencies, and credit insurance companies, brokers and intermediaries. We will use and handle any personal data in accordance with our data processing policy.
  • 6.8  If you believe that any content on our site contains defamatory statement, or that your intellectual property rights are being infringed by an item or information on our site, please notify us.


  • 7  SUBSCRIPTION FEES
    • 7.1  Fees for use of this site may be due from producers using our site. Details of any fees, and when payments are to be made, will be provided to you before you are able to complete your profile on our site.
    • 7.2  By completing your profile and requesting it is made live, you are agreeing to pay such fees.
    • 7.3   If you would like to suspend or terminate your continued use of our site (and liability to pay fees) please let us know at email address: customerservice@thegbexchange.com

      Suspending or terminating your continued use of our site may result in us disabling your account and we may remove any contributions you have uploaded to our site. While you will no longer be able to sell products to us, you are still responsible for all previous sales of products to us.



  • 8  KPIS
    • 8.1  You must ensure that all KPIs listed at www.thegreatbritishexchange.com/producer-dashboard/kpis are at a minimum of the 3 star level.
    • 8.2  We will be able to obtain much of the information needed to assess performance against KPIs from information passing through our site. However, on occasion we may ask you to provide further information to help us do this. You agree to provide such information.
    • 8.3  You agree to provide any information reasonably requested by us or any of our professional advisers relating to your contributions and any sales of products.
  • 9  OUR ORDER OF PRODUCTS
    From time to time we may place order for products as detailed in the information you upload. Where we do so, such orders will be governed by our Terms of Purchase the
  • current version of which is available at https://www.thegbexchange.com/page/producer-terms-and-conditions


  • 10 INTELLECTUAL PROPERTY RIGHTS
  • 10.1We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. This includes user content. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
  • 10.2 You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.
  • 10.3  You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
  • 10.4  Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
  • 11  BREACH OF TERMS AND CONDITIONS
    • 11.1  We have the right to disable your account or remove any contributions you have uploaded to our site should you:
      • 11.1.1  fail to comply with any of the provisions of these terms of use or the content standards set out above;
      • 11.1.2  print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made;
      • 11.1.3  misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful;
      • 11.1.4  attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site; or
      • 11.1.5  attack our site via a denial-of-service attack or a distributed denial-of service attack.
    • 11.2  We may report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.


  • 12  WARRANTIES
  • 12.1 In relation to the content that you post on our site you warrant the following:
  • 12.1.1  that you own or otherwise control all of the rights to the content that you post;
  • 12.1.2  the information relating to both you and your products in relation to the sale of your products is accurate to the best of your knowledge; and
  • 12.1.3  you have complied with the standards as detailed in these terms and conditions.
  • Should you breach any of the above warranties or should a claim be brought against us in connection with content that you have uploaded to our site you will be liable to us and indemnify us against any losses we suffer in connection with them.

  • 13 LIMITATION OF LIABILITY
  • 13.1  Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
  • 13.2  We exclude all other conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.
  • 13.3  We will not be liable to any user for:
  • 13.3.1any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with use of, or inability to use, our site; or reliance on any content displayed on our site;
  • 13.3.2 loss of profits, sales, business, revenue, anticipated savings, business opportunity, goodwill or reputation;
  • 13.3.3 business interruption; or
  • 13.3.4 any indirect or consequential loss or damage.
  • 13.4 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.


  • 14  DIRECTORIES AND LINKS ON OUR SITE
    • 14.1  We assume no responsibility for the content of any directory or databases contained on our site. The content of these directories and databases should not be interpreted as our endorsement of those businesses. We will not be liable for any loss or damage that may arise from your use of them.
    • 14.2  We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.


  • 15  LINKS YOU CREATE
  • 15.1Links to our site:
  • 15.1.1  You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
  • 15.1.2  You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
  • 15.1.3  We would ask that you do not establish a link to our site in any website that is not owned by you.
  • 15.1.4  Our site must not be framed on any other site and we would ask that you do not create a link to any part of our site other than the home page.
  • not be liable for any loss or damage caused by a virus, distributed
  • 15.2  We reserve the right to withdraw linking permission without notice.
  • 15.3  Links to others’ sites you create on our site:
    • 15.3.1  You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
    • 15.3.2  The website to which you are linking must comply in all respects with the content standards set out in these terms and conditions.
  • 16  THIRD PARTIES
    • 16.1  We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
    • 16.2  We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our site.
    • 16.3  Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources.
  • 17  NOTICES
    • 17.1  Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
    • 17.2  A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 17.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax, one Business Day after transmission.
    • 17.3  The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
  • 18  USE OF DATA
    We gather and use personal data in numerous ways. Your continued use of this site evidences your consent to this. Please see our Data processing policy for detail. https://www.thegbexchange.com/page/privacy-policy
  • 19  APPLICABLE LAW
    These terms of use, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
  • 20  CONTACT US
    To contact us, please email customerservice@thegbexchange.com.


  • TERMS OF PURCHASE [FROM PRODUCERS] 1 INTERPRETATION
  • 1.1 Definitions
  • In these Conditions, the definitions set out in this clause and those contained in
  • clause 12.9 apply:
  • “Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
  • “Conditions” means the standard terms and conditions of purchase set out in this document as amended from time to time in accordance with clause 12.6.
  • “Contract” means the contract between the GBE and the Producer for the sale and purchase of the Goods in accordance with these Conditions.
  • “GBE” means the Great Product Exchange Limited (registered in England and Wales with company number 09189901) Trading as The Great British Exchange.
  • “Goods” means the goods (or any part of them) set out in the Order.
  • “Order” means the GBE relevant purchase order incorporating these terms.
  • “Our Website” means the website www.thegbexchange.com
  • “Producer” means the business from whom GBE purchases the Goods.
  • The terms Insolvency Event, Significant Change in Organisation and Legal Requirement(s) have the meanings set out in clause 12.9.

  • 1.2
  • Construction
  • In these Conditions, unless the context requires otherwise, the following rules apply:
  • 1.2.1  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  • 1.2.2  A reference to a party includes its personal representatives, successors or permitted assigns.
  • 1.2.3  A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re- enacted.
  • 1.2.4  Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
  • 1.2.5  A reference to writing or written includes faxes, e-mails and communications through Our Website.
  • 2 BASIS OF CONTRACT
  • 2.1  These Conditions apply to the Contract to the exclusion of any other terms that the Producer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
  • 2.2  The Order constitutes an offer by GBE to purchase the Goods in accordance with these Conditions.
  • 2.3  The Order shall be deemed to be accepted on the earlier of:
    • 2.3.1  the Producer issuing a written acceptance of the Order; and
    • 2.3.2  the Producer doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence.
  • 3 THE GOODS
  • 3.1  The Producer shall ensure that the Goods shall:
    • 3.1.1  correspond with their description on Our Website;
    • 3.1.2  be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Producer or made known to the Producer by GBE expressly or by implication, and in this respect GBE relies on the Producer's skill and judgement;
    • 3.1.3  where they are manufactured products, be free from defects in design, material and workmanship and remain so for 12 months after Delivery;
    • 3.1.4  comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods and the Producers shall ensure the Goods are able to be re-sold by GBE to Customers within the EU or any other destination country specified by GBE;
    • 3.1.5  be packed in accordance with the packing instructions or guidance provided or specified by GBE for that Order;
    • 3.1.6  be marked in accordance with GBE’s instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and
    • 3.1.7  not be illegal or infringe any other party’s intellectual property rights.
  • 3.2  The Producer warrants that the Goods will correspond to their description and appearance on Our Website. To the extent that this is not the case, the Producer agrees to indemnify GBE for any cost, loss or expense incurred by GBE as a result of the Producers breach of this warranty.
  • 3.3  The Producer shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.


  • 3.4  GBE shall have the right to inspect and test the Goods at any time before delivery and the Producer will provide GBE or its agent or subcontractor with any facilities reasonably required by GBE or its agent or subcontractor for inspection or testing. The costs of such inspection shall be borne by GBE unless such inspection or testing reveals a breach of the warranties set out in clauses 3.1 to 3.3.
  • 3.5  If following such inspection or testing GBE considers that there is or is likely to be non-conformance with the Producer's undertakings at clauses 3.1 to 3.3, GBE shall inform the Producer and the Producer shall immediately take such remedial action as is necessary to ensure compliance.
  • 3.6  Notwithstanding any such inspection or testing, the Producer shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Producer's obligations under the Contract, and GBE shall have the right to conduct further inspections and tests after the Producer has carried out its remedial actions.


  • 4 DELIVERY
  • 4.1  The Producer shall ensure that:
    • 4.1.1  the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; and
    • 4.1.2  each delivery of the Goods is accompanied by a packing slip which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and does not show any pricing information.
  • 4.2  The Producer shall deliver the Goods:
    • 4.2.1  on the date specified in the Order, or, if no such date is specified, within 28 days of the date of the Order (Delivery Date); and
    • 4.2.2  to the address as is set out in and labelled in accordance with any instructions in the Order, or as instructed by GBE prior to delivery (Delivery Location).
  • 4.3  Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.
  • 4.4  If the Delivery Location is in a different country to the country in which the Goods are dispatched, the Producer shall deal with all export and import requirements, and obtain all relevant import or export licences and authorisations.
  • 4.5  The time of delivery of the Goods is of the essence of the Contract.
  • 4.6  GBE shall not be deemed to have accepted the Goods until it has had 21 days to inspect them following delivery or collection as the case may be. GBE shall also have the right to reject the Goods as though they had not been accepted for 30 days after any latent defect in the Goods has become apparent.
  • 4.7  It is anticipated that all Orders will be delivered in full rather than in instalments. The Producer shall not deliver the Goods in instalments without GBE's prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately.
  • However, failure by the Producer to deliver any one instalment on time or at all or any defect in an instalment shall entitle GBE to the remedies set out in clause 5.


  • 5  REMEDIES
    • 5.1  If the Goods are not delivered on the Delivery Date, or do not comply with the undertakings set out in clause 3.1, then, without limiting any of its other rights or remedies, GBE shall have the right to any one or more of the following remedies, whether or not it has accepted the Goods:
      • 5.1.1  to terminate the Contract;
      • 5.1.2  to reject the Goods (in whole or in part) and return them to the Producer at the Producer's own risk and expense;
      • 5.1.3  to require the Producer to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
      • 5.1.4  to refuse to accept any subsequent delivery of the Goods which the Producer attempts to make;
      • 5.1.5  to recover from the Producer any costs incurred by GBE in obtaining substitute goods from a third party; and
      • 5.1.6  to claim damages for any other costs, loss or expenses incurred by GBE which are in any way attributable to the Producer's failure to carry out its obligations under the Contract.
    • 5.2  These Conditions shall apply to any repaired or replacement Goods supplied by the Producer.
    • 5.3  GBE's rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.


  • 6  TITLE AND RISK
    • 6.1  Risk of damage to or loss of the Goods shall pass to GBE on the sooner of (i) completion of delivery in accordance with the Contract or (ii) the Goods being handed over to a courier specified by GBE in relation to that Order.
    • 6.2  The property in the Goods shall pass to GBE on the sooner of (i) completion of delivery in accordance with the Contract or (ii) the Goods being handed over to a courier specified by GBE in relation to that Order, unless specified in the Order.


  • 7  PRICE AND PAYMENT
    • 7.1  The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Producer's entry for the Goods on Our Website less the GBE margin specified for those goods as at the date the Contract came into existence.
    • 7.2  The price of the Goods is exclusive of amounts in respect of value added tax (“VAT”), but includes the costs of packaging and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by GBE.
    • 7.3  Where free shipping has been specified by the Producer for Orders of Goods above a certain level, if the Order exceeds that level, GBE may deduct costs relating to packaging and carriage of the Goods from the price payable for that Order.
  • 7.4  GBE shall, on receipt of a valid VAT invoice from the Producer, pay to the Producer such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
  • 7.5  No increase in the price of the Goods may be made in respect of any Order (whether on account of increased material, labour or transport costs, fluctuation in rates of exchanges or otherwise) without prior written consent of GBE.
  • 7.6  The Producer may invoice GBE for the Goods on or at any time after the completion of delivery.
  • 7.7  GBE shall pay correctly rendered invoices within 30 days of the end of the month in which it receives the invoice. Payment shall be made to the bank account nominated in writing by the Producer.
  • 7.8  If a party fails to make any payment due to the other under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above the base rate of Barclays Bank plc from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments the defaulting party disputes in good faith.
  • 7.9  GBE may at any time, without limiting any of its other rights or remedies, set off any liability of the Producer to GBE against any liability of GBE to the Producer, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.


  • 8 INDEMNITY
  • 8.1
  • The Producer shall keep GBE indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by GBE as a result of or in connection with:
  • 8.1.1  breach of any warranty given by the Producer in relation to the Goods;
  • 8.1.2  any claim made against GBE 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 Goods, to the extent that the claim is attributable to the acts or omissions of the Producer, its employees, agents or subcontractors;
  • 8.1.3  any claim made against GBE by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Producer, its employees, agents or subcontractors; and
  • 8.1.4  any claim made against GBE by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or
  • delay in performance of the Contract by the Producer, its employees, agents or subcontractors.
  • 8.2 This clause 8 shall survive termination of the Contract.


  • 9  INSURANCE
    During the term of the Contract and for a period of 3 years thereafter, the Producer shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on GBE's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.


  • 10  CONFIDENTIALITY
    • 10.1  Without prejudice to clause 6 of GBE’s ‘Terms of Use- Producer’, a party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
    • 10.2  This clause 10 shall survive termination of the Contract.


  • 11  TERMINATION
  • 11.1GBE may terminate the Contract in whole or in part at any time before delivery with immediate effect by giving the Producer written notice, whereupon the Producer shall discontinue all work on the Contract. GBE shall pay the Producer fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
  • 11.2 Without limiting its other rights or remedies, GBE may terminate the Contract with immediate effect by giving written notice to the Producer if:
  • 11.2.1  the Producer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 21 days of that party being notified in writing to do so;
  • 11.2.2  the Producer is subject to an Insolvency Event (as defined in clause 12.9);
  • 11.2.3  the Producer is subject to a Significant Change in Organisation (as defined in clause 12.9); or
  • 11.2.4  is prevented by Legal Requirements (as defined in clause 12.9) from being a party to, exercising its rights in relation, or performing its obligations under this Contract.

11.3  Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination.

11.4  Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

12 GENERAL

12.1  Assignment and other dealings

  • 12.1.1  GBE may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
  • 12.1.2  The Producer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of GBE.
  • 12.2  Notices

  • 12.2.1  Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
  • 12.2.2  A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax, one Business Day after transmission.
  • 12.2.3  The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
  • 12.3  Severance
    If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

    12.4  Waiver
    A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

    12.5  Third party rights
    A person who is not a party to the Contract shall not have any rights to
    enforce its terms pursuant to the Contracts (Rights of Third Parties) Act 1999.

    12.6  Variation
    Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by GBE.

    12.7  Governing law
    The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England.

    12.8  Jurisdiction
    Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

    12.9  Definitions
    “Insolvency Event”
    means the following:

    (a)

    in relation to a party which is a company:

    (i)  it ceases to do business in the normal course;

    (ii)  it is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (as amended), but disregarding the references therein to proving it to the court's satisfaction;

    (iii)  a notice of appointment of administrator, a notice of intention to appoint an administrator, or an application to appoint an administrator to it is filed at court or served on any person, or it enters administration;

    (iv)  it requests or suffers the appointment of a Law of Property Act 1925, court appointed or other receiver or similar officer over or in relation to the whole of its undertaking, property, revenue or assets or any part thereof;

    (v)  it has a winding up petition issued against it, a liquidator or provisional liquidator appointed to it, or it enters into liquidation;

    (vi)  it or its directors resolve to enter into, or it enters into, or it or its directors commence negotiations, or make any requisite application to court in respect of, or if they convene meetings for the approval of, any composition, compromise, scheme, moratorium or other similar arrangement with its creditors or any of them;

    (vii)  it is dissolved, or is removed from the Register of Companies, or ceases to exist (whether or not capable of reinstatement or reconstitution) or its directors apply for it to be struck-off the Register of Companies; or

    (viii)  any event similar, equivalent or analogous to those above occurs in relation to it or its property or any part thereof in any jurisdiction other than England and Wales;

    (b) in relation to a party which is an individual:

    (i)  he ceases to do business in the normal course;

    (ii)  he is unable to pay his debts or has no reasonable prospect of being able to pay his debts or appears unable to pay or to have no reasonable prospect of being able to pay his debts within the meaning of sections 267 and 268 of the Insolvency Act 1986 (as amended);

    (iii)  he is the subject of a bankruptcy petition or an interim receiver is appointed of his property or a bankruptcy order is made against him;

    (iv)  he is the subject of an application for an interim order under part VIII of the Insolvency Act 1986 (as amended);

    (v)  he enters into, or commences negotiations in respect of, or convenes meetings or applies to court for the approval of, any composition, compromise, scheme, moratorium or other similar arrangement with his creditors or any of them;

    (vi)  he requests or suffers the appointment of a Law of Property Act 1925, court appointed or other receiver or similar officer over or in relation to the whole of his undertaking, property, revenue or assets or any part thereof; or

    (vii)  any event similar, equivalent or analogous to those above occurs in relation to him or his property or any part thereof in any jurisdiction other than England and Wales;

    “Legal Requirement(s)” means any law, proclamation, decision, rule, regulation, order, resolution, notice, rule of court, bye-law, directive, statute, statutory instrument, standards, codes of conduct or other instrument or requirement having the force of law by whomsoever made, issued, declared, passed or otherwise enacted, created or given effect by, without limitation, HM Parliament, the Council, Commission or Parliament of the European Union, any court or other judicial forum, any coroner or commission of inquiry, any local authority or any statutory undertaker or other Competent Authority or any other person having such power related to or affecting the Products or Product IPR.

    “Significant Change in Organisation” means, in relation to a party, that party:

    (a) ceasing or threatening to cease to exist or to carry on its business; or

    (b)  disposing of the whole or a substantial part of its business or assets; or

    (c)  making or permitting to be made any material change in the nature of its business; or

    (d)  entering into any business unrelated to its business at the date of this agreement; or

    (e)  changing the country in which its centre of main interest is located;
     

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