SUPPLIER TERMS & CONDITIONS
Terms and Conditions of order relating to contract Between Hey Human Ltd (trading as HeyLab) and the supplier
“Intellectual Property” means any and all copyrights, rights in designs, trademarks, trade, business or domain names, patents (in each case whether registered or not and any applications to register or rights to apply for registration of any of the foregoing), rights in inventions, know-how, trade secrets and other Confidential Information, rights in databases and all other intellectual property rights of a similar or corresponding character which may now or in the future subsist in any part of the world.
“Goods” all products procured by Hey Human Ltd or intellectual property generated from services procured by Hey Human Ltd from the supplier.
Time for delivery of the goods is the essence of the contract. Failure to adhere to the agreed delivery date will entitle Hey Human Ltd by notice in writing to cancel the order and to recover from the Supplier any losses thereby suffered by Hey Human Ltd.
Property in the goods delivered by the Supplier shall pass to Hey Human Ltd on the acceptance of delivery by Hey Human Ltd.
Delivery shall take place at the premises of Hey Human Ltd during normal office hours (unless otherwise requested by Hey Human Ltd) and the Supplier shall obtain written evidence of delivery. Delivery of goods shall be subject to paragraph 4 below.
Without prejudice to any other rights or remedies of Hey Human Ltd hereunder Hey Human Ltd may reject goods delivered by the Supplier immediately or at any time within seven days thereafter (or if the matters complained of could not with reasonable diligence have been discovered earlier, within the seven days of such discovery) if the goods are not of merchantable quality or otherwise fit for the purpose for which they were intended, or if the supply is by description or sample where in the reasonable opinion of Hey Human Ltd the goods do not fit the description or are different from the sample or are otherwise not in the reasonable opinion of Hey Human Ltd of satisfactory standard. If such goods are rejected the property in such goods remains vested in the Supplier who shall make arrangements to collect the goods forthwith failing which he may be charged a storage fee by Hey Human Ltd.
The business of Hey Human Ltd and of Hey Human Ltd’s customers and clients is confidential. The Supplier hereby agrees not to use or disclose any information of Hey Human Ltd its Supplier or customers which are confidential. In particular and without limitation to the generality of the foregoing the Supplier must not directly or indirectly reveal details as to the designs, copyright, artwork, projects, schemes, plans and ideas of Hey Human Ltd coming to the notice of the Supplier the price of goods ordered hereunder or the source of supply or manufacture thereof to any third party (including without limitation Hey Human Ltd’s customers or competitors). This obligation continues after acceptance by Hey Human Ltd of delivery hereunder.
The Supplier agrees that for a period of two years from the date hereof the Supplier will not either on his own account or for any other person firm or company or as a servant agent or officer of any person firm or company canvas, solicit or endeavour to entice away from Hey Human Ltd any person firm or company who at any time during the course of the period when the Supplier applied goods to Hey Human Ltd has been a client or customer of Hey Human Ltd or in the habit of dealing with Hey Human Ltd.
Artwork And Copyright
The Supplier agrees to return to Hey Human Ltd all original material supplied by Hey Human Ltd to the Supplier hereunder together with copies of any such material (if any) made and any additional material used in the preparation of the goods ordered hereunder (that are included in the price of such goods) within three days after acceptance of delivery by Hey Human Ltd or within three days of notice of cancellation by Hey Human Ltd under Paragraph 1 above (whichever is applicable).
The Supplier will take all reasonable precautions to prevent the unauthorized use of any documents papers artwork and materials of any kind supplied by Hey Human Ltd to the Supplier hereunder and will on Hey Human Ltd’s demand return all such documents, papers, artwork and materials to Hey Human Ltd.
The Supplier hereby agrees to store all documents, papers, artwork and materials used hereunder in a safe secure and suitable storage and agrees not to make use of any of the same save for the purposes of complying with Hey Human Ltd’s order and in particular will at no time allow the goods or copies thereof to be exhibited or used as samples, or disclose of the same to any third party. Copies of such documents, papers, artwork and materials will be made where necessary for the Purposes of complying with Hey Human Ltd’s order.
The Supplier hereby assigns absolutely as beneficial owner to Hey Human Ltd all copyright and Intellectual Property Rights in the item and shall deliver to Hey Human Ltd all Waivers or Moral Rights (as set out in chapter IV of Part 1 of Copyright, Designs and Patents Act 1988) and consents to the Item’s use by Hey Human Ltd and its client in connection with any work. The supplier shall obtain all such Intellectual Property Rights and copyright and waivers of moral rights from any employee, agent, subcontractor or any other third party as are necessary in order to enable the supplier to comply with its obligation under this order.
The Supplier warrants that it is the owner of all copyright and other intellectual property rights in all materials and products provided hereunder and that the supplier has full power and authority to make this assignment and has not previously assigned, mortgaged or otherwise dealt in the rights hereby granted or assigned or granted licenses thereof.
The Supplier hereby warrants that it is fully able to render its services hereunder and is free capable and qualified to perform all the obligations expressed to be to be on the part of the Supplier hereunder including without limitation to the generality of the foregoing the supply of goods ordered hereunder (whether or not such goods are ordered by reference to description or sample).
The Supplier warrants that any goods supplied to Hey Human Ltd are free from any lien encumbrance or charge and are not protected by any patent, design right, trade mark or trade name of any third party and that Hey Human Ltd has the full right to use or exploit the goods in any way. The Supplier hereby warrants to keep Hey Human Ltd fully indemnified at all times in respect of any actions claims proceedings costs damages losses liabilities and expenses incurred by or awarded against Hey Human Ltd of any other compensation paid or agreed to be paid by Hey Human Ltd on the advice of counsel in connection with any goods supplied hereunder and in consequence of any breach non-performance or non-observance by the Supplier of any of the warranties and agreements by the Supplier contained herein. The client warrants that it has the appropriate level of insurance cover with which to supply its services or products.
The provisions hereof shall be governed by and construed in accordance with the laws of England and Wales and the parties hereto agree to such jurisdiction as Hey Human Ltd shall elect.
The Supplier may not assign or sub contract any of its rights or obligations hereunder without the prior written agreement of Hey Human Ltd. In the case of any assignment the Supplier shall procure that any such assignee shall enter into a direct covenant with Hey Human Ltd to comply with the obligations expressed to be on the part of the Supplier hereunder shall not thereby be relieved of its obligations hereunder.
Hey Human Ltd is not liable to pay any additional costs or accept any additional goods other than those specified in the order.
The agreed price includes all the Suppliers charges to complete and deliver the order.
Payment will become due after Hey Human Ltd has received payment from the client to whom the products or services relate or 45 days from invoice date, whichever is the latter.