LIZ EARLE BEAUTY CO. LIMITED PURCHASE ORDER TERMS AND CONDITIONS
“LEBC” means Liz Earle Beauty Co. Limited registered no. 03070395 whose registered office is situated at The Green House, Nicholson Road, Ryde, Isle of Wight, England, PO33 1BD “Contract” means the agreement for the purchase of products and/or the provision of services set out in the relevant Purchase Order, any document to which such Purchase Order may refer, and these Terms; “Purchase Order” means LEBC’s order for the purchase of product(s) and/or provision of services from the Supplier; “Supplier” means the supplier named in the Purchase Order; “Terms” means the terms and conditions set out below and any terms and conditions specified on the face of the Purchase Order and in the Contract; “WBA” means the group of companies of which Walgreens Boots Alliance, Inc is the ultimate parent company. LEBC and Supplier agree, to the fullest extent permitted by law, to be bound by the Terms.
1. ACCEPTANCE: Supplier agrees to supply and LEBC agrees to purchase the products and/ or services (the “Product(s)”) set out on the face of the Purchase Order. Supplier accepts and agrees to the Terms whenever it supplies Product(s) ordered by or delivered to LEBC for each Purchase Order. Each Purchase Order shall be subject to all Terms, Specifications, conditions, and instructions issued by LEBC and Supplier agrees to be bound thereby. No modifications of, or additions to these Terms shall be binding upon LEBC unless agreed to in writing by LEBC. Each Purchase Order shall be expressly conditional on acceptance of all of the Terms. Neither acceptance of the Product(s) nor any other act of LEBC waives this condition. Supplier’s commencement of or promise of shipment of Product(s) constitutes Supplier’s agreement that it must deliver each item of the Product(s), together with all related packaging and labeling and other material furnished by Supplier in accordance with the Terms. Supplier agrees to follow the shipping and invoicing instructions issued by LEBC. In addition to its other rights to terminate, LEBC may at any time and for any reason terminate a Purchase Order in whole or part by giving Supplier notice. On termination all work on the Purchase Order shall cease and LEBC shall pay to Supplier fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss. 2. MATERIALS: All art work, engravings, patterns, dies, moulds, cuts, etc. used in the manufacture of Product(s) hereunder when charged to or supplied by LEBC or any company in WBA (“Tools”) will remain the property of LEBC or the relevant company in WBA, as the case may be, and held in Supplier’s custody, at Supplier’s sole risk of loss or damage, pending the disposition at completion of the Contract in accordance with LEBC’s written instructions. No removal charges will be accepted except by written agreement. Supplier shall be responsible regardless of ownership for maintaining all such Tools unless otherwise agreed in writing between the parties. Supplier will hold such Tools at the location specified by LEBC and will not move them to another location without LEBC’s written permission. 3. DESCRIPTION OF PRODUCTS: Supplier expressly warrants that the Product(s) conform to the specifications, descriptions and requirements provided by LEBC (the “Specifications”), to all documentation, descriptions and/or samples provided to LEBC, and to all other representations (together, the “Representations”) made to LEBC concerning the Product(s). Supplier is responsible for ensuring that it has received the Specifications in written form before commencing manufacture or supply (whichever is the earlier). 4. LEBC IDENTIFICATION: If LEBC directs Supplier to mark or label any Product(s) with a trade name, trademark, logo or service mark owned by or licensed to LEBC ("LEBC Identification"), such marking or labeling shall be limited to the indicated quantities of such Product(s) and shall be done strictly in accordance with LEBC’s instructions. Seller shall not sell or otherwise dispose of, nor permit the sale or disposal of, any Product(s) bearing any LEBC Identification (including any rejected Product(s)) to anyone other than LEBC without first obtaining LEBC's express written consent and then removing all LEBC Identification prior to such sale or disposal. 5. PRICE: The price of the Product(s) shall, unless otherwise agreed in writing, be as stated in the Purchase Order. The price shall be exclusive of any applicable VAT (which shall be clearly shown as a separate item on a VAT invoice) and inclusive of all charges for packaging, packing, shipping, carriage, royalties, insurance, delivery and unloading of the Product(s) at the delivery address and any duties or levies other than VAT, unless otherwise agreed in writing. No increase in the price may be made without the written consent of LEBC. 6. RIGHT OF INSPECTION AND REFUSAL: All Product(s) delivered will be subject to inspection and acceptance by LEBC within a reasonable time after receipt of them at LEBC’s premises, which shall not exceed 30 days from the date of such receipt. LEBC shall have the right to either cancel or return all or any part of the Product(s) because they do not comply with the Specifications and Representations, or by reason of either patent or latent defects or breach of warranty or any default of Supplier. In such circumstances, Supplier agrees to pay and reimburse LEBC for the cost of the Product(s) (including any delivery costs), and other expenses (including labor costs) incurred in sorting, inspecting and packaging such Product(s) for return. LEBC may carry out such testing and inspection of Product(s) as it considers necessary to ensure that Product(s) conform to the Contract. Supplier shall reimburse the testing costs of non- conforming Product(s). 7. SHIPMENT / DELIVERY: Unless otherwise notified by LEBC in writing, the Product(s) shall be delivered to the address and on the date or dates stated in the Purchase Order. The time of delivery of the Product(s) is of the essence. Supplier shall promptly obtain all import and export licences it may need to deliver the Product(s). Supplier shall ensure that the Product(s) are packaged in such a way as to minimize the risk of damage to the Product(s) whilst in transit. If the Purchase Order is for the delivery of Product(s) by installments, then if Supplier fails to deliver one or more installments LEBC may terminate or suspend the Purchase Order and any contract which LEBC may have with Supplier. If in order to comply with LEBC's required delivery date it becomes necessary for Supplier to deliver by a more expensive way than as directed by LEBC, any increased transportation and 0112 administrative costs resulting therefrom shall be paid for by Supplier unless the necessity for such rerouting or expedited handling has been caused by LEBC and authorized in writing by LEBC. If Product(s) are delivered to LEBC in excess of the quantities ordered, LEBC shall not be bound to pay for the excess and any excess shall be at Supplier’s risk and shall be returnable at Supplier’s expense. If LEBC claims that a Purchase Order has not been properly fulfilled, Supplier shall be deemed to accept the validity of the claim unless it serves written notice on LEBC disputing the claim and stating the reasons for its dispute within ten days of the claim date. 8. LATE DELIVERIES: Product(s) that are delivered or made available by Supplier after the applicable delivery date(s) or availability date(s) ("Late Product(s)"), or any item that is substituted for any item of the Product(s) without the prior written approval of LEBC ("Unauthorized Product(s)"), may, at LEBC's sole option and Supplier's expense, be returned by LEBC to Supplier or be disposed of by LEBC with Supplier’s approval, such approval not to be unreasonably withheld. When Late Product(s) or Unauthorized Product(s) are returned to Supplier, Supplier will refund to LEBC any sums paid in respect of the purchase price of such Late Product(s) or Unauthorized Product(s) and will reimburse LEBC for all Additional Charges as defined in clause 15 below. 9. RISK AND TITLE: Risk of loss or damage to all Product(s) in Supplier’s care, custody or control, or in transit to the designated delivery point, shall remain with Supplier until delivery to LEBC of the Product(s) is complete. Title to the Product(s) shall pass to LEBC upon delivery, unless payment for Product(s) is made prior to delivery, when it shall pass to LEBC once payment has been made. Supplier shall at all times and for LEBC’s benefit insure against loss or destruction of Product(s) in a sufficient amount not less than the purchase price and, upon LEBC's request, furnish LEBC with a Certificate of Insurance containing a ten day cancellation notice provision. 10. AUDIT AND INSPECTION: Supplier shall provide such information regarding the performance of the Contract, including (without limitation) regarding the manufacture or storage of and any quality assurance procedures concerning the Product(s) as LEBC may reasonably require. Supplier shall also give LEBC access to its premises, or premises where the Product(s) or any part of the Product(s) are manufactured, to: (a) inspect and test the Product(s) at any reasonable time; and (b) audit the materials, processes and premises used in manufacture or sale of the Product(s) for the purpose of checking compliance with the Contract. In the event of non- compliance with the Contract, LEBC shall require the Supplier to take such action as is necessary to ensure compliance and LEBC shall also have the right to suspend or cancel any Purchase Orders without any liability to the Supplier. LEBC may charge the Supplier its reasonable costs of such inspection, testing and/or audit. If it is found that LEBC has been overcharged in respect of any sum payable to Supplier under the Contract, LEBC shall be entitled to an immediate refund of such overpayment together with the costs of such audit. 11. STANDARDS OF CONDUCT. Supplier shall comply with the standards of conduct for suppliers published from time to time by LEBC and recognized international standards on, and LEBC’s corporate policies on, anti-bribery and corruption including, but not limited to, compliance with the Bribery Act 2010, and the United States of America Foreign Corrupt Practices Act 1977 and shall promptly disclose in writing to LEBC any conflicts of interest or any circumstances or events that are inconsistent with or constitute a violation of the terms or spirit of such standards and/or policies. 12. BACKUP MATERIAL: From time- to-time LEBC may require Supplier to order and have on-hand in its inventory located at its premises certain quantities of components and raw materials to support re-orders of Product(s) (“Backup Material”). Any agreement for Supplier to hold Backup Material must be in writing. 13. INVOICE: All invoices, shipping papers and packages must be clearly marked with such details and submitted following such processes as LEBC may reasonably specify from time to time. 14. PROPRIETARY INFORMATION - CONFIDENTIALITY -- ADVERTISING: Supplier shall consider all information furnished by LEBC to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing the Contract, unless Supplier obtains written permission from LEBC to do so. This clause shall also apply to drawings, specifications, or other documents prepared by Supplier for LEBC in connection with the Contract. Supplier shall not advertise or publish the fact that LEBC has contracted to purchase Product(s) from Supplier, nor shall any information relating to the order be disclosed without LEBC's written permission. 15. DEFECTIVE OR NON- CONFORMING PRODUCTS: If any Product(s) are defective, unsuitable, are not packaged or shipped in quantities ordered by LEBC or do not conform to all terms of the Contract and all warranties implied by law ("Defective Product(s)"), then LEBC may, at its option, return Defective Product(s) to Supplier (or, acting reasonably, dispose of such Defective Product(s)) for full credit or refund of the purchase price or repair Defective Product(s) at Supplier’s expense, and may charge Supplier for any and all costs associated with the transportation, consolidation, processing, disposition and shipment of replacement and Defective Product(s), as well as compliance with any Legal Requirements (as defined in clause 17 below) applicable to such Product(s) including, without limitation packaging, labeling, packing, warehousing, freight, insurance, taxes, duties, brokerage, fees, liens, penalties, and consequential and incidental damages ("Additional Charges"). LEBC is under no duty to inspect any Product(s) before resale thereof, and resale, repackaging or repacking for the purpose of resale does not constitute a waiver of, or otherwise limit, any of LEBC's rights resulting from Defective Product(s). 16. PRODUCT RECALL: When there is reliable information that reasonably supports the conclusion that a determined or undetermined number of items of the Product(s) fail to comply with any Legal Requirements or contain defects or hazards that could cause risk of death or bodily injury to or damage to the property of any person: (a) LEBC shall notify Supplier, and Supplier shall take all appropriate steps in accordance with all Legal Requirements and any LEBC requirements; and (b) LEBC may notify any governmental authority having jurisdiction over such matters and may, at Supplier's expense, do whatever LEBC deems necessary to do or is required or requested to do by any governmental authority, including, without limitation, locating, identifying, and notifying its independent sales representatives (“Representatives”) and customers and recalling such Product(s), whether in the possession of LEBC, its Representatives, or customers. Upon any recall of such Product(s) by Supplier or LEBC, said Product(s) shall be repaired or replaced, or the purchase price shall be refunded, at LEBC’s option. Supplier shall pay all of LEBC’s Additional Charges. If Supplier becomes aware of any product safety hazard or violation of any Legal Requirement, Supplier shall immediately notify LEBC in writing. 17. WARRANTIES AND REPRESENTATIONS: “IP Rights” means patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database 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 (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Supplier warrants and represents to LEBC that: (i) all information provided to LEBC by Supplier is and will be complete, true and correct; (ii) at the time of transfer to LEBC of the Product(s), Supplier shall have good title to such Product(s), transfer and delivery of such Product(s) to LEBC shall be rightful, and transfer to LEBC of such Product(s) shall convey title to such Product(s) to LEBC free and clear of all liens, claims, encumbrances, debts and rights of third parties of any nature; (iii) the Product(s) are and will be genuine and are not and will not be counterfeit, or falsely labeled; (iv) the Product(s) will not infringe any IP Rights, and Supplier is the owner of, or is licensed to (and does) authorize LEBC to use (including without limitation for the purposes of promotion, advertisement and resale of the Product(s)), any IP Rights affixed to, used in the manufacture of or otherwise associated with the Product(s); (v) such Product(s) (and all components thereof) shall not be subject to any import quota, restriction, rule or regulation preventing or forbidding the importation or sale of the Product(s) or any component thereof, and shall not be subject to any duty, tariff or penalty in connection therewith (except as disclosed in writing to LEBC prior to issuance by LEBC of the Purchase Order); (vi) all Product(s) or materials will be new and not used, remanufactured or reconditioned (unless differently stated in the Purchase Order) and of consistent kind and quality; (vii) all Product(s) will be safe and appropriate for the purpose for which Product(s) of that kind are normally used; (viii) all manufacturers' warranties are transferable to and are completely effective and enforceable by the ultimate consumer; (ix) all Product(s) shall have been produced in compliance with, meet the minimum standards of, and be packaged, tagged, labeled and invoiced in accordance with all applicable laws, regulations, rules, guidelines, ordinances and standards (“Legal Requirements”) in all jurisdictions throughout the world where the Product(s) may be sold, and such Product(s) or the sale thereof by LEBC does not and will not violate any such Legal Requirements; (x) the true origin of the Product(s) will be stated on the country of origin declaration, invoice, visa and other documents made in conjunction with the importation of the Product(s) and no shipment will be illegally transshipped from any other country; (xi) in manufacturing such Product(s) Supplier respects the welfare of employees and the local community and complies with all applicable laws (including all labor, environmental and health and safety laws). Supplier must have its own environmental and health and safety policies acceptable to LEBC and demonstrate its compliance with such policies; (xii) all components of all electrical products shall have been tested and approved by an appropriate safety laboratory approved by LEBC in writing prior to shipment to LEBC; (xiii) the Product(s) may be re-sold by LEBC, WBA and its affiliates worldwide without limitation or restriction; (xiv) the Product(s) will be of satisfactory quality and fit for LEBC’s purpose. If Supplier has any doubt as to the purpose for which LEBC requires the Product(s) it must seek clarification from LEBC before entering into the Contract. (xv) any services to be provided by Supplier will be performed by appropriately qualified and trained personnel, with due care and diligence, in accordance with all relevant laws and to such high standard of quality as it is reasonable for LEBC to expect in the circumstances. (xvi) Supplier shall comply with LEBC’s policies on animal testing and other such policies as may be relevant and communicated from time to time. The foregoing warranties and representations are in addition to and without prejudice to all other warranties expressed or implied by law. LEBC has specifically relied upon all warranties and representations of Supplier contained in these Terms, and will do so in issuing each Purchase Order as if such warranties and representations were made on the date of issuance of each Purchase Order. All warranties and representations of Supplier, both express and implied, shall constitute conditions of sale and shall survive receipt, inspection, testing, acceptance, payment, resale and use of the Product(s). 18. DESIGN SERVICES: To the extent Supplier performs design or development services for LEBC in connection with the Product(s) (“Work Product”) and such Work Product is paid for by LEBC, whether itemized separately or included in the price for one or more pieces of Product(s) to be furnished, Supplier agrees that LEBC shall be the sole and exclusive owner of, and Supplier hereby irrevocably assigns to LEBC, and will cause its personnel to irrevocably assign to Supplier and then to LEBC, all right, title, interest and ownership throughout the world in any Work Product, and all IP Rights in and to the Work Product, and will cause all such rights in Work Product created by subcontractors to be assigned to Supplier and then to LEBC. Supplier will (and will procure that its personnel and sub-contractors will) execute such documents and do all such things necessary to give LEBC the full benefit of its rights under this clause. To the extent that the assignment of rights to Work Product is not possible under the law, Supplier grants LEBC an exclusive, transferable and sub-licensable right to use such Work Product that is not limited as to time, scope, content or territory including the right to make improvements and modifications thereto. Such license granted by Supplier shall survive the expiration or termination of the Contract. Supplier warrants that it will not apply for or to be registered as owner of any IP Rights in the Work Product. Supplier warrants that such Work Product is new and has been produced exclusively for LEBC. All uses of any trademarks, service marks and trade names in the Work Product, and the goodwill associated therewith, whether by Supplier or third parties, vests and will vest to the benefit of LEBC. Supplier has acquired or will promptly acquire from each of its personnel all necessary rights to enable Supplier to fulfill its obligations under this provision, including all rights to Work Product produced by such personnel within the scope of their employment or engagement by Supplier in manufacturing, procuring and distributing Product(s) under this Agreement so that Supplier assigns such Work Product to LEBC. Where any Product(s) are manufactured for LEBC pursuant to the Purchase Order, these shall be exclusively supplied to LEBC, and Supplier shall not sell such Product(s) to any third party (except any company within WBA) without the express written permission of LEBC. 19. PAYMENT, DEDUCTIONS AND SET OFF: LEBC shall pay the price of the Product(s) within 75 days after receipt by LEBC of a proper and accurate invoice or, if later, after acceptance of the Product(s) in question by LEBC (in accordance with clause 6). Any sums payable to Supplier are subject to all claims and defences of LEBC or any member of WBA, whether arising from this or any other transaction of LEBC or any member of WBA, and LEBC may set off and deduct against any such sums all present and future indebtedness of Supplier to LEBC or WBA. LEBC will provide a copy of the deduction voucher(s) for debits taken by LEBC against Supplier’s account as a result of any returns or adjustments. Supplier accepts and agrees to each such deduction unless Supplier, within ninety (90) days after receipt of the deduction voucher, notifies LEBC in writing as to why a deduction should not be made and provides documentation of the reason(s) given. If any sum payable is not paid when due then that sum shall bear interest from the due date until payment at a rate of 3% per annum. Supplier shall not be entitled to suspend deliveries of Product(s) as a result of any sums being outstanding. 20. INDEMNITY: Supplier shall assume full responsibility for and shall provide, where required by LEBC, independent legal counsel reasonably acceptable to LEBC for the defence of any claims, assertions, threatened actions, filed actions, suits, investigations or proceedings ("Claims") that may be brought against LEBC or any other member of WBA or their affiliates, officers, employees, agents or assignees by reason or as a result of or relating to (a) any actual or alleged violation or breach by Supplier of any obligations of Supplier set forth in the Contract, (b) any actual or alleged infringement of any third parties’ IP Rights or any actual or alleged unfair competition, (c) any claim, representation or statement made in connection with advertising or promoting the sale of the Product(s) by any employee or agent of Supplier or by any celebrity or other person provided or made available by Supplier who is not an employee of LEBC, or, to the extent consistent with or substantially based on information or materials provided by Supplier, any claim, representation or statement made in connection with advertising or promoting the sale of the Product(s) by any person whatsoever, (d) any actual or alleged death of or injury to any person, damage to any property, or any other damage or loss, by whomsoever suffered, resulting or claimed to result in whole or in part from any actual or alleged defect in the Product(s), whether latent or patent, including without limitation actual or alleged improper manufacture or design of such Product(s), or the failure of such Product(s) to conform to specifications or to comply with any express or implied warranties, or (e) any actual or alleged violation by the Product(s) or their manufacture, possession, use or sale, of any law, statute or ordinance or any governmental order, rule or regulation. Supplier shall indemnify, defend and hold LEBC, any member of WBA and their affiliates, officers, employees, agents and assignees harmless from and against any and all liabilities, injuries, damages, settlements, royalties, penalties, fines and other losses (including loss of profit) of every kind and nature whatsoever, including without limitation all attorney fees and other costs and expenses, incurred by or imposed upon them as a result of or in connection with any such Claims, or as a result of or in connection with any recalls of Product(s), whether voluntary or involuntary, or any actions taken to comply with all laws, regulations, rules, guidelines, ordinances and standards governing the safety, labeling, advertising or invoicing of Product(s). No settlement of any such Claims may be made without LEBC's prior written consent to the terms of settlement, which shall not be unreasonably withheld. Each company in WBA shall have the right at its own expense to participate in the defence of any such Claim. 21. REMEDIES: In the event the Product(s) do not conform to the Specifications and Representations or any samples, models, drawings, plans, specifications or other descriptions provided to LEBC or set forth in the Purchase Order, or in the event any shipment or delivery of the Product(s) is not properly authorized, or is partial, incomplete or late, or all or any portion of the Product(s) are not shipped or delivered in accordance with LEBC's instructions, or in the event of a breach or threatened or anticipated breach by Supplier of any of its obligations under the Contract) or of any warranty or representation, express or implied, or in the event of any actual or alleged infringement of any IP Rights or any claim or alleged claim of unfair competition, or in the event the Product(s) (or similar Product(s) sold by Supplier) have been subject to any product liability claims, or in the event of any actual or alleged violation of any law, statute or ordinance or any governmental order, rule or regulation, LEBC may, in its sole discretion, cancel the Contract or any part thereof, reject and return the entire shipment of Product(s) delivered, reject and return all or any portion of any nonconforming Product(s) delivered, revoke acceptance of all or any portion of the Product(s), or accept and retain all Product(s). The use, processing, incorporation into other products, or resale of any Product(s) by LEBC shall not constitute a bar or waiver of LEBC's right to return such Product(s) for any of the aforesaid reasons. Supplier shall pay all freight charges incidental to the return of any Product(s) returned under this clause to Supplier's place of business or point of shipment. LEBC shall not be obligated to pay for any Product(s) returned to Supplier under this clause, and Supplier shall fully and immediately refund to LEBC any payments made for Product(s) returned by LEBC to Supplier under this clause, or, at LEBC's sole discretion, immediately upon return of the Product(s) Supplier shall repair or replace such Product(s). Supplier shall also reimburse LEBC for all freight charges incurred by LEBC for the shipment to LEBC of the Product(s) returned by LEBC. If Supplier fails or unjustifiably refuses to authorize the return of Product(s) within ten days after LEBC gives notice of its intent to return the Product(s), LEBC may return such Product(s) without authorization. If Supplier fails or refuses to authorize the return of Product(s) within such ten day period or to accept any returned Product(s), Supplier shall immediately pay to LEBC a refund of all monies paid by LEBC for such Product(s) and LEBC may in its sole discretion dispose of such Product(s) in any manner whatsoever and deduct from the proceeds thereof all losses, damages, claims, costs and expenses suffered or incurred by LEBC in connection with such Product(s). In addition, LEBC retains its right to pursue all other remedies available to it under the law. 22. TERMINATION: LEBC may (without prejudice to its other rights and remedies) terminate the Contract, with immediate effect, on notice to Supplier if: (i) Supplier commits a material or persistent breach of any Contract term; (ii) Supplier becomes insolvent or suffers an insolvency event or other similar event or LEBC reasonably believes that Supplier is about to become insolvent or suffer an insolvency event or other similar event or ceases or threatens to cease to carry on business. Any termination of the Contract shall be without prejudice to any rights or remedies which may have accrued to either party before the termination date. Following termination, Supplier shall (a) co-operate with LEBC to effect any alternative requirements of LEBC in respect of the supply of Product(s) by a third party supplier, including, without limitation, the transfer of any Tools, Specifications or other documentation to LEBC or, at LEBC’s request, the third party supplier, and (b) provide details of any Product(s) (whether complete or otherwise) held by the Supplier. LEBC may elect to terminate the Contract on a later date and specify any outstanding Purchase Order which is to be fulfilled in whole or in part prior to termination being effective. Following termination Supplier shall comply with all reasonable instructions given by LEBC as to the method of disposal of the Product(s). 23. LAW AND FORUM: The parties agree that the Contract is governed by the laws of England and Wales and they irrevocably submit to the non-exclusive jurisdiction of the English courts. 24. DATA PROTECTION: Supplier and LEBC each agree that they shall comply with any applicable data protection laws in relation to the performance of their obligations under the Contract. Supplier consents to data transfers of its personal information to any other company within WBA and
to LEBC’s authorised third parties located in other countries outside of the European Economic Area including the United States of America, in order to facilitate the proper performance of the Contract, even where the country or territory in question does not maintain the same standards of data protection as within the European Union. 25. GENERAL: LEBC may perform any of its obligations or exercise any of its rights hereunder by itself or through any member companies of WBA. The Contract is personal to Supplier and Supplier shall not assign, transfer or purport to assign or transfer any of its rights or subcontract any of its obligations under the Contract without LEBC’s prior written consent. Any notice required or permitted to be given under these Terms shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time been notified pursuant to this provision to the party giving the notice. No waiver by LEBC of any breach of the Contract by Supplier shall be considered as a waiver of any subsequent breach of the same or any other provision. If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected thereby.