Terms & Conditions

1. BASIS OF CONTRACT

1.1 A “Purchase Order” is an offer to purchase goods or services made by INEOS Automotive Limited and/or its affiliates (“INEOS”) to the Supplier. These terms and conditions are incorporated into all Purchase Orders. A binding contract (“the Agreement”) will be created between INEOS and the Supplier upon the earlier of the Supplier notifying INEOS of acceptance of INEOS’ offer or the Supplier commencing performance.

1.2 Purchase Orders may cover one or more of the following: prototype goods, production goods, components, spare parts, service parts, prototype tooling, production tooling and/or services of any kind. Purchase Orders may be for a fixed amount of goods or ongoing supply (as set out in the Purchase Order) and will specify the price and other key terms of the Agreement.

1.3 In addition to Purchase Orders, INEOS may issue requests for quotations (“RFQs”), statements of requirements and/or product specifications to the Supplier. These may be referred to in, and incorporated into, Purchase Orders.

1.4 These terms and conditions apply to the supply of products or services to INEOS to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. In particular, any terms and conditions which the Supplier seeks to incorporate into the contract between the parties in any order acknowledgement or collateral contract shall not apply unless specifically referred to and accepted in writing by an INEOS director.

1.5 No variation, deviation or amendment of these terms (or any terms in any Purchase Order) shall be binding on INEOS unless agreed in writing and signed by an INEOS director.

1.6 INEOS may revise these terms and conditions at any time. All revisions will be posted on the supplier section of INEOS’ website and notified to the Supplier. Revisions will take effect and apply to all goods and services delivered to INEOS thirty (30) days after posting on INEOS’ website.

2. DELIVERY SCHEDULES

2.1 Time is of the essence, and deliveries shall be made both in quantities and at times specified in INEOS’ delivery schedules (“Delivery Schedules”). Delivery Schedules shall include:

  2.1.1 non-binding estimates of the quantities of goods required by INEOS during the 12 months following the date of the Delivery Schedule;

  2.1.2 binding requirements for the goods to be delivered to INEOS during the 3 months following the date of the Delivery Schedule.

2.2 All estimates in Delivery Schedules are based on a number of factors, variables and assumptions which may change over time and may not be accurate at the time they were made. INEOS makes no representation, warranty, guarantee or commitment of any kind, express or implied, regarding any such estimates.

2.3 INEOS shall not be required to make payment for goods delivered to INEOS that are in excess of quantities specified in the 3-month “fixed” period set out in the most recent Delivery Schedule. INEOS may change the rate of scheduled shipments or direct temporary suspension of scheduled shipments, neither of which shall entitle the Supplier to change the price for goods or services covered by the Purchase Order or require payment for goods or services not yet received by INEOS. For orders of goods where quantities and/or delivery schedules are not specified, the Supplier shall deliver goods in such quantities and at such times as INEOS may direct.

2.4 INEOS may return over-shipments to the Supplier at the Supplier’s own risk and expense.

3. SHIPPING, BILLING AND CERTIFICATION

3.1 The Supplier shall:

  3.1.1 properly pack, mark and ship goods in accordance with the requirements of INEOS and relevant carriers in a manner to secure lowest transportation cost;

  3.1.2 route shipments in accordance with instructions from INEOS;

  3.1.3 make no charge for handling, packaging, storage, transportation of goods, protective packaging, material, delivering of parts to various plants in special racks/different container types or re-assignment of all kind of containers unless otherwise stated in the Purchase Order; and

  3.1.4 promptly provide the bill of lading or other shipping receipt for each shipment to INEOS.

3.2 The Supplier will include correct identification of the goods shipped and carrier’s requirements on bills of lading or other shipping receipts. The marks on each package and identification of the goods on packing slips, bills of lading and invoices shall be sufficient to enable INEOS to easily identify the goods contained therein.

3.3 The Supplier shall provide INEOS with sufficient warning and notice in writing (including appropriate labels on goods, containers and packing) of any hazardous material which is an ingredient or a part of any of the goods, together with such special handling instructions as may be necessary to advise carriers, INEOS, and their respective employees of how to exercise that measure of care and precaution which will best prevent bodily injury or property damage in the handling, transportation, processing, use, or disposal of the goods, containers and packing shipped to INEOS. If requested by INEOS, the Supplier shall promptly furnish to INEOS in such form and detail as INEOS may direct: (a) a list of all ingredients in the goods; (b) the amount of all ingredients and (c) information concerning any changes in or additions to such ingredients.

3.4 If the Supplier’s acts or omissions result in the Supplier’s failure to meet agreed delivery requirements, INEOS may require a faster method of transportation for the goods than that originally agreed. In such case, the Supplier shall ship the goods as quickly as possible at the Supplier’s sole risk and expense.

4. PAYMENT

4.1 The Supplier shall be entitled to invoice INEOS in respect of the goods and services only after delivery of the goods and services in accordance with the terms of the Agreement.

4.2 Payment terms will be as specified on the face of the Purchase Order. If no payment terms are specified on the face of the Purchase Order, payment shall be made on the first Friday following sixty (60) days from the end of the month in which the valid invoice received by INEOS is dated. Time for payment shall not be of the essence of the Agreement.

4.3 The Supplier agrees to accept payment by electronic transfer of funds.

4.4 The Supplier shall provide a monthly statement of account to INEOS upon INEOS’ request.

4.5 INEOS may withhold payment pending receipt of written confirmation on Supplier headed paper and signed by a director of the Supplier that the goods and services are delivered free from any liens, encumbrances and claims on the goods or services under the Agreement.

4.6 If any sum under the Agreement is not paid when due then, without prejudice to either party’s rights under the Agreement, that sum shall bear interest from the due date until payment is made in full, both before and after any judgement, due at 2% per annum over Barclays Bank plc base rate from time to time. The Supplier is not entitled to suspend deliveries as a result of any sums being outstanding.

5. CHANGE NOTICES AND PRODUCT DEVELOPMENT

5.1 INEOS may issue a notice (“Change Notice”) to the Supplier requesting changes to the design, specifications, engineering level, materials, packaging, shipping date, or time or place of delivery of goods. Change Notices may be issued under an existing Purchase Order without amending or affecting the applicability of these terms and conditions.

5.2 Following receipt of a Change Notice:

  5.2.1 Unless otherwise agreed, goods due to be delivered under an existing Delivery Schedule shall conform to the then current specification; and

  5.2.2 Thereafter, all goods shall be supplied according to the amendments set out in the Change Notice.

5.3 The Supplier may notify INEOS if a Change Notice is likely to affect the cost or delay the delivery of any goods and provide details justifying any increase or delay. If INEOS considers that such claims are justified, the parties will (subject to clause 6.6) negotiate a reasonable adjustment to the price and/or delivery timetable.

5.4 The Supplier undertakes to perform its agreed tasks in relation to any product development work and to deliver any deliverables to INEOS on or before the agreed date for delivery.

5.5 Unless otherwise agreed in writing by the parties, all product development work will be carried out at the sole cost and expense of the party performing the relevant task. INEOS shall own all development work and any intellectual property rights arising in relation thereto.

5.6 INEOS and the Supplier shall work together to:

  5.6.1 reduce the cost to the Supplier of producing the goods or providing the services;

  5.6.2 improve the goods in both manufacture and assembly and the quality of the services provided; and

  5.6.3 reduce the incidence of warranty claims arising from or in relation to goods supplied by the Supplier; and the relevant Purchase Order shall be amended to apply the net benefit of any costs savings to the price as soon as possible thereafter.

6. SUPPLIER QUALITY ASSURANCE

6.1 The Supplier will comply with the requirements and associated processes for the development, approval and supply of production materials set out in INEOS’ Supplier Quality Manual and the INEOS Parts Approval Process (as posted on INEOS’ website).

6.2 At INEOS’ request, the Supplier shall arrange for INEOS to enter the manufacturer’s facilities at reasonable times to inspect or test the facility, goods, materials and any property of INEOS held at the facilities. INEOS’ inspection of the goods, whether during manufacture, prior to delivery or within reasonable time after delivery, shall not constitute acceptance of any work-in-progress or finished goods and shall not diminish or otherwise affect the Supplier’s obligations under the Agreement.

7. WARRANTY

The Supplier warrants that:

7.1 all goods will conform to the specifications, drawings, samples or descriptions furnished to or by INEOS and will be of satisfactory quality, of good material and workmanship and free from defect;

7.2 it knows of INEOS’ intended use of the goods (as components in a motor vehicle for sale and use in various territories throughout the world including the United States Of America) and expressly warrants that the goods covered by these terms and conditions have been selected, designed, manufactured, supplied and/or assembled by the Supplier will be fit and sufficient for the particular purposes intended by INEOS;

7.3 any services performed by the Supplier will be performed with reasonable skill and care as expected of a provider of services experienced in the provision of services of the size, type, scope and complexity of the services and to the reasonable satisfaction of INEOS;

7.4 the warranties provided hereunder relating to the quality and specification of the goods shall (in addition to any long term reliability requirement set out in any Purchase Order) remain in force for a fixed period of at least three years from the date of sale of the goods to a person buying as a consumer or the date of sale of a vehicle containing the goods to a person buying as a consumer;

7.6 it has full right, power and authority to perform its obligations to INEOS in accordance with the terms of this Agreement; and

7.7 it conducts its business in a manner that is consistent with all applicable laws, statutes, regulations from time to time in force including but not limited to the Bribery Act 2010 and the Modern Slavery Act 2015;

7.8 any services provided by the Supplier will be performed by employees of the Supplier possessing suitable skills and expertise.

8. NON-CONFORMING GOODS

8.1 INEOS shall not be required to inspect the goods prior to their use.

8.2 If the goods or services do not conform, INEOS shall notify the Supplier as soon as reasonably practicable after discovering the non- conformity. The Supplier may (at its own expense) inspect the non- conforming goods within 10 days of receiving INEOS’ notice.

8.3 Payment for non-conforming goods shall not constitute an acceptance thereof, waiver of any claims or limit or impair INEOS’ right to assert any legal or equitable remedy, or relieve the Supplier’s responsibility for latent defects.

8.4 If INEOS determines that any goods are non-conforming, it may give the Supplier the opportunity to replace, repair, modify or reinstate at the Supplier’s expense the goods so that they comply with the terms of the Agreement and INEOS may delay payment for such defective goods until sixty (60) days following acceptance of the replacement, repaired, modified or reinstated goods.

8.5 If, in INEOS’ reasonable opinion, the goods cannot be repaired within a reasonable period (or any remedial work may cause disruption to INEOS’ operations), INEOS may:

  8.5.1 return the goods or any part thereof to the Supplier at the Supplier’s risk and cost and thereafter INEOS shall be entitled to be repaid in full for any goods so returned; or

  8.5.2 carry out, at the Supplier’s expense, such works as may be necessary to make the goods or any part thereof conform; and

  8.5.3 refuse to accept any further deliveries or instalments of the goods or any part thereof.

9. REMEDIES

9.1 The remedies set out in Clauses 8.4 and 8.5 shall not affect INEOS’ right to claim such damages as INEOS may have sustained in consequence of any breach of the Agreement.

9.2 Nothing in this agreement shall limit or exclude the liability of either party for:

  9.2.1 death or personal injury resulting from negligence;

  9.2.2 fraud or fraudulent misrepresentation; or

  9.2.3 the deliberate default or wilful misconduct of that party, its employees, agents or subcontractors.

9.3 Without prejudice to Clause 9.2 INEOS shall not be liable to the Supplier, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss of profit, loss of goodwill, loss of business, loss of business opportunity, loss of anticipated saving, loss or corruption of data or information or any other special, indirect or consequential damage or loss suffered by the Supplier that arises under or in connection with these terms and conditions.

9.4 The rights referred to in this Clause 9 shall be in addition to and without prejudice to any other rights INEOS has in law or equity.

10. RECALLS

10.1 The Supplier will (at its own cost) co-operate fully with INEOS, and provide all reasonable assistance to INEOS, in the event of any recall of INEOS Products arising, in whole or in part, as a result of any defect in the goods or services supplied under this Agreement.

10.2 The Supplier will apply an effective batch coding system to all goods supplied pursuant to the Agreement so that goods can be readily identified in the event of a product recall.

10.3 The Supplier is liable for all costs and expenses of any recall to remedy the nonconformity in the goods. If INEOS has agreed, as part of the recall, to provide an extended warranty, customer incentives to increase the recall completion rate or to take other actions, the Supplier's liability will also include the costs and expenses of these actions.

10.4 INEOS will update the Supplier as to the costs of any recall involving the goods at least once every week during the recall campaign.

10.5 Within 2 weeks of the start of any recall campaign involving the goods, the parties shall agree a schedule for the interim reimbursement of costs to INEOS. If such timetable cannot be agreed by the due date, INEOS may recover up to 50% of its projected total costs of the recall campaign from the Supplier and such costs will be paid within 2 weeks of INEOS’ invoice. Further recoveries of actual costs incurred in excess of this amount may be made once in each quarter following the initial payment.

10.6 Neither party will be deemed to have admitted that the amount of any interim payment of recall costs is the amount for which the Supplier may ultimately be liable under clause 10.3. INEOS’ rights under this Clause 10 are in addition to any other rights that it may have to recover from the Supplier for any nonconformity of the goods. Neither party will be deemed to have waived any right it might have against the other party relating to any nonconformity in the goods.

11. SERVICE PARTS PRICING

11.1 INEOS may purchase goods (or components of goods) for resale to its dealers and others as service or replacement parts or as accessories (“Service Parts”). Service Parts shall be supplied to INEOS at the same price as that negotiated for original equipment (“OE”) usage for the period that the goods remain a current OE item.

11.2 After a part ceases to be a current OE item, the Supplier shall give INEOS no less than two (2) years written notice of any intention to cease production of such part. The parties intend that this two year notice period will allow INEOS sufficient time to source, test and validate replacement products for production purposes. INEOS may, at any time during this period:

  11.2.1 make an end of life “all time buy” for adequate quantities to provide for INEOS’ legal requirement to support fifteen (15) years’ service requirements; and

  11.2.2 after any end of life all time buy has been completed, require the Supplier to deliver up all tooling relating to the goods in question.

11.3 The unit price for any end of life all time buy shall not exceed the price paid for the relevant items during the period that the goods were a current OE item.

11.4 If the Supplier elects to discontinue supply under 11.2 it will, if requested by INEOS:

  11.4.1 work diligently with INEOS to identify an alternative supplier acceptable to INEOS; and

  11.4.2 identify the Supplier's component-part and raw-material suppliers relating to the goods.

12. TOOLING

12.1 INEOS shall own all tooling used in the manufacture of goods under the Agreement and paid for by INEOS (either separately or amortised in the price paid by INEOS for the goods). Tooling includes:

  12.1.1 all prototype and production tools, dies, fixtures, jigs, gauges, moulds, patterns and related software; and

  12.1.2 all revisions, modifications, repairs, refurbishments, and replacements thereto.

12.2 Tooling must be capable of producing the volume estimates for the goods during the life of the part as well as satisfying the requirements for Service Parts.

12.3 The Supplier has no claim for payment in respect of any tooling until such tooling has been approved for production use by INEOS in accordance with the INEOS Parts Approval Process.

12.4 INEOS may, at its option, purchase any tooling used in the manufacture of the goods which has not, at the time of the request, been paid for by INEOS. The price to be paid for such tooling shall be:

  12.4.1 the price specified in the relevant Purchase Order; or

  12.4.2 if no price is specified in a Purchase Order, the present value of the Supplier's actual cost of such tooling that the Supplier has not yet recovered in the piece price of the goods by the time INEOS exercises the option.

12.5 The Supplier will, at its expense, maintain the tooling (including its storage, repair or replacement) in the condition necessary to produce goods in accordance with the Agreement.

12.6 INEOS may at any time, by notice in writing, require the Supplier to promptly deliver up all tooling owned by INEOS. The Supplier waives:

  12.6.1 any lien that it might have or otherwise be able to assert against the tooling; and

  12.6.2 any objection to INEOS’ repossession and removal of the tooling for any or no reason, including bankruptcy or insolvency proceedings.

12.7 The Supplier will defend and indemnify INEOS for all costs incurred (including actual legal costs and fees for consultants and experts) in connection with any claim brought by any third party in relation to tooling.

13. TERMINATION FOR BREACH OF AGREEMENT

13.1 INEOS may terminate all or any part of the Agreement, without liability to the Supplier, if:

  13.1.1 the Supplier repudiates or breaches any of the terms of the Agreement, including breach of the Supplier’s warranties;

  13.1.2 following receipt of written notice from INEOS the Supplier fails to remedy any breach of the Agreement within seven (7) days;

  13.1.3 the Supplier fails to perform services or deliver goods as specified by INEOS and as agreed between the parties; or

  13.1.4 the Supplier fails to make progress so as to endanger timely and proper completion of services or delivery of goods and does not correct such failure or breach within ten (10) days (or such shorter period of time if commercially reasonable under the circumstances) after receipt of written notice from INEOS specifying such failure or breach.

13.2 If INEOS terminates the Agreement under Clause 13.1, it shall (subject to Clause 14.5) pay the Supplier:

  13.2.1 for unpaid goods previously delivered and accepted that fully conform to the relevant Purchase Order; and

  13.2.2 the outstanding balance owed to the Supplier for tooling that fully conforms to the relevant Purchase Order.

14. TERMINATION

14.1 In addition to any other rights of INEOS to terminate the Agreement, INEOS may (subject to Clause 14.2) immediately terminate all or any part of the Agreement at any time and for any reason by giving written notice to the Supplier.

14.2 Following termination of the Agreement under Clause 14.1, the Supplier may complete the manufacture of goods which have been authorised in the most recent Delivery Schedule. Subject to Clauses

14.3 and 14.4, the Supplier may deliver such completed goods to INEOS and render invoices to INEOS in accordance with Clause 4. 14.3 Within sixty (60) days from the effective date of termination, the Supplier shall submit a comprehensive termination claim to INEOS with sufficient supporting data to permit INEOS’ audit thereof and shall thereafter promptly furnish any supplemental supporting information requested by INEOS.

14.4 INEOS will make no payments for:

  14.4.1 finished goods manufactured by the Supplier in amounts in excess of those authorised in the most recent Delivery Schedule issued by INEOS;

  14.4.2 any undelivered goods, work in progress or raw materials which are in the Supplier’s standard stock or which are capable of sale to a third party or incorporation into goods manufactured for third parties (subject to the restrictions set out in Clause 16.2).

14.5 The Supplier will be liable for all direct, incidental and consequential losses, costs, and expenses incurred by INEOS resulting from any failure by the Supplier to comply with any of the requirements of the Purchase Order, or from termination by INEOS under Clauses 15 or 21, and termination under this Clause 14 does not relieve the Supplier from this liability.

14.6 Following the expiration or termination of the Agreement, the Supplier will:

  14.6.1 Take all actions necessary to protect INEOS’ property in the possession of the Supplier or its suppliers and subcontractors;

  14.6.2 Cooperate with INEOS to minimise production disruption during handover to a new supplier;

  14.6.3 Promptly transfer title and possession of the goods, tooling, work-in-process and raw materials that INEOS has agreed to acquire;

  14.6.4 Terminate all orders and subcontracts related to work to be performed after the effective date of any expiration or termination; and

  14.6.5 Cease all work under the Agreement unless otherwise requested by INEOS.

15. INSOLVENCY

15.1 INEOS may immediately terminate the Agreement without liability to the Supplier by giving notice to the Supplier if:

  15.1.1 the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

  15.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Supplier; or

  15.1.3 the Supplier ceases, or threatens to cease, to carry on business.

16. INEOS’ INTELLECTUAL PROPERTY

16.1 The Supplier may use INEOS’ intellectual property rights only in the production and supply of the goods and/or services to INEOS. The Supplier shall comply with any branding guidelines issued by INEOS to its suppliers from time to time or posted on INEOS’ website.

16.2 The Supplier shall not manufacture, sell or otherwise dispose of any goods made using INEOS’ tooling, equipment or intellectual property rights except with INEOS’ prior written permission.

17. SUPPLIER TECHNICAL INFORMATION

17.1 The Supplier shall provide INEOS with all technical information (including engineering, package and installation drawings, specifications, testing protocols and results, documents, data and other information relating to the goods and tooling) which is necessary for the installation and use of the goods in INEOS’ products. All such information must be supplied in the format requested by INEOS.

17.2 The Supplier hereby grants INEOS a non-exclusive royalty free worldwide right and licence to use Supplier intellectual property rights (including Supplier technical information) incorporated into, or necessary for the use, repair, modification or sale of, the goods, tooling, deliverables or software embedded therein.

18. INDEMNITY

18.1 The Supplier shall indemnify and keep INEOS indemnified from and against any and all liability, costs, claims, demands or expenses (including but not limited to reasonable legal fees and any sum which INEOS pays to any third party) which INEOS incurs as a direct or indirect consequence of a breach or negligent performance by the Supplier of the terms of the Agreement.

18.2 In the event that any loss incurred by INEOS is not covered by the Supplier’s insurance(s), the Supplier’s liability for such loss shall be limited to:

  18.2.1 100% of the forecast sales value in year 1; and

  18.2.2 100% of the actual sales value in the previous year in all subsequent years.

18.3 For the avoidance of doubt, the limit on liability set out in clause 18.2 applies solely to any claims for which the Supplier’s insurance(s) do not provide cover.

19. INSURANCE

19.1 The Supplier undertakes to procure and maintain at all times during the term and for 6 years following completion of the Services and at its own cost with an insurer of good financial standing and repute (and where available on a claims occurring basis):

  19.1.1 Employers liability insurance (with cover of no less than £10,000,000) as required by relevant law, including cover for legal liability to make payment in respect of death, personal injury and/or disability of Supplier personnel and unlimited in respect of the number of occurrences covered by such insurance during any one insurance period;

  19.1.2 Public liability insurance (including damage to property) (with cover of no less than £5,000,000) including as a result of the acts or omissions of the Supplier, Supplier personnel and/or Contractors and unlimited in respect of the number of occurrences covered by such insurance during any one insurance period;

  19.1.3 Professional indemnity insurance (with cover of no less than £5,000,000;

  19.1.4 Product liability insurance (with cover of no less than £5,000,000) or such other coverage required by INEOS from time to time; and

  19.1.5 First and Third Party Product Recall Insurance (with cover of no less than £5,000,000.00) or such other coverage as may reasonably be required by INEOS from time to time.

19.2 The Supplier shall, at INEOS’ request, provide INEOS with any reasonable documents and/or information relating to any insurance policy listed in Clause 19.1 above including certificates of insurance and receipts or other evidence of premiums paid.

19.3 Without limiting clause 19.1, the insurance policies shall meet the following minimum requirements:

  19.3.1 They shall not be invalidated by any breach of a policy term by the Supplier, including a failure to pay any premium due, without the insurer first giving 14 days' notice to the Supplier to cure the breach, and copying the notice to INEOS;

  19.3.2 They may not be rescinded or avoided as a result of any innocent or negligent non-disclosure and/or misrepresentation of facts by the Supplier or any agent of the Supplier; and

  19.3.3 They shall be provided by an insurer of sound financial standing and good reputation within the United Kingdom insurance market.

19.4 The Supplier shall procure that the public and products liability insurance policies to be maintained by the Supplier shall each contain an indemnity to principal’s clause under which INEOS shall be indemnified under such insurances in respect of claims made against INEOS and which arise from the provision by the Supplier of the Services.

19.5 If the Supplier does not have in place insurance as required by clause 19.1, then INEOS may procure the insurance on the Supplier’s behalf and at the Supplier’s cost. The Supplier authorises INEOS to act on its behalf for this purpose.

19.6 Nothing contained within this Clause shall limit the Supplier’s liability under this Contract.

20. SET-OFF

In addition to any right of set-off provided by law, all amounts due to the Supplier shall be considered net of indebtedness of the Supplier and its subsidiaries to INEOS. INEOS shall have an immediate right at any time to set-off or to recoup and withhold any amounts due from the Supplier and its subsidiaries to INEOS from any amounts due or to become due from INEOS to the Supplier.

21. FORCE MAJEURE

21.1 Neither party shall be liable to the other for any delay or non- performance of its obligations under this Agreement if and to the extent that it is caused by any event or occurrence which could not be prevented or foreseen and which is beyond the control of the party and without its fault or negligence, including, without limitation, acts of God, governmental act, fires, floods, windstorms, explosions, riots, natural disasters, wars sabotage or civil commotion provided that written notice of such delay (including the reasons and the anticipated duration of the delay) shall be given by the affected party to the other party as soon as it becomes aware of the event or occurrence; and in any event within three (3) days of the happening of the event or occurrence.

21.2 If the Supplier is prevented from performing its obligations by such an event of force majeure:

  21.2.1 the Supplier shall use all reasonable endeavours to mitigate the effects of such delay or prevention on the performance of its obligations under the Agreement;

  21.2.2 INEOS may purchase the goods from other sources and reduce its order to the Supplier accordingly, without liability to the Supplier; and

  21.2.3 if requested by INEOS, the Supplier shall, within five (5) days provide adequate assurances that the delay shall not exceed thirty (30) days.

21.3 If delay attributable to a force majeure event lasts more than thirty (30) days or the Supplier does not provide adequate assurances that the delay shall not exceed thirty (30) days INEOS may immediately terminate this Agreement without liability to the Supplier.

22. ADVERTISING

The Supplier shall not, without first obtaining the written consent of INEOS, in any manner advertise or publish the fact that the Supplier has contracted to furnish INEOS with the goods or services herein ordered. The supplier shall not use any trademarks or trade names of INEOS in the Supplier’s advertising or promotional materials. In the event of the Supplier’s breach of this provision, INEOS shall have the right to terminate forthwith the undelivered portion of any goods or services covered by the Agreement and shall not be required to make further payments except for conforming goods delivered or services rendered prior to termination.

23. COMPLIANCE WITH LAWS

23.1 The Supplier will inform INEOS when materials, components or works supplied under the Agreement are not manufactured in the European Union and in such cases will supply INEOS with documentary evidence of origin certified by the appropriate authorities. The Supplier will obtain at its own expense all licences, powers and consents (unless otherwise agreed) necessary to perform its obligations hereunder.

23.2 In performing its obligations under the agreement, the Supplier shall and shall ensure that each of its subcontractors shall comply with:

  23.2.1 all applicable laws, statutes, regulations from time to time in force including but not limited to the Bribery Act 2010, and the Modern Slavery Act 2015; and

  23.2.2 have and maintain throughout the term of this agreement its own policies and procedures to ensure its compliance.