Conditions of Purchase

Please find below the Janus International Europe Limited Terms and Conditions of Purchase.

IMPORTANT – PLEASE READ: Janus draws your attention in particular to Clause 9.

APPLICATION OF CONDITIONS
1. These Conditions shall apply to all Contracts for the purchase of Products and/or Services from the Seller pursuant to each Order placed by Janus and are the only Conditions upon which Janus is prepared to deal with the Seller.
2. No changes or variations to these Conditions or any Order shall be effective unless agreed in writing between the Parties.
3. No terms and conditions endorsed upon, delivered with or contained in the Seller’s quotation, invoice, acknowledgement or acceptance of order, Specification or similar document shall form part of the Contract and the Seller waives any right which it otherwise might have to rely on such terms and conditions.
SALE OF PRODUCTS/SERVICES
1. Any quotation for the Products and/or Services provided by the Seller shall be deemed to be an offer by the Seller and shall not be accepted by Janus until Janus places an Order. The Contract shall become binding when Janus places an Order with the Seller for the Products and/or Services.
2. The Seller shall sell and Janus shall purchase such quantities of the Products, as detailed in the relevant Order.
3. The Seller shall perform such Services as are detailed in the relevant Order and time for performance of the Services shall be of the essence for the purposes of the Contract.
4. Each Order shall incorporate the Conditions.
SELLER’S WARRANTIES
1. The Seller warrants and represents to Janus that all Products supplied to Janus shall:
  1. conform in all respects to the Specification, samples, drawings, designs or other requirements approved by Janus;
  2. be of satisfactory quality;
  3. be fit for the purpose for which they are purchased;
  4. be free from defects in materials, design and workmanship;
  5. not infringe or violate any Intellectual Property Rights or Confidential Information, nor any contractual, employment or property rights, or other rights of any third parties; and
  6. conform with all Laws applicable to the manufacture and selling of the Products.
2. The Supplier shall give twelve 12 months’ prior written notice to Janus of any proposed change in the raw materials used or the supplier of the raw materials used to manufacture the Products or the site at which the Products are manufactured.
3. The Seller warrants and represents to Janus that the Services shall be performed:
  1. on time and using reasonable skill and care;
  2. by suitably and appropriated skilled and trained personnel; and
  3. in accordance with all applicable Laws.
4. All Products, Services and related documentation shall be subject to inspection and testing at all reasonable times and places by Janus (including its employees, Associated Companies, agents, representatives or customers) during and after performance and delivery.
5. The Seller shall allow Janus (including its Associated Companies, employees, agents, representatives or customers) reasonable access to the manufacturing site (or such other premises) and such related quality records as are necessary to enable Janus to carry out such quality audits or inspection as Janus deems necessary in order to determine the Seller’s compliance with its obligations under the Contract. Janus shall be entitled to carry out the quality audits on reasonable notice to the Seller and during normal working hours at the manufacturing site or such other of the Seller’s premises. If any inspection or test is made on the premises of Seller or any of its suppliers, the Seller shall, without additional charge, provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties.
6. All warranties under this Contract shall be for the benefit of Janus, its Associated Companies, successors, assignees, customers and the ultimate users of the Products and Services. The Seller shall make spare parts available to Janus at Seller’s then‐current price for a period of five (5) years from the Delivery Date of the Products.
MANUFACTURE AND DELIVERY OF THE PRODUCTS
1. Each Order shall set out the quantity and point of delivery of Products required by Janus at that time.
2. The Seller shall provide and record an appropriate Product and commodity code. Such codes must be recorded on any and all associated documentation.
3. The Seller agrees to comply in all respects with the Delivery Date notified to it by Janus in the Order, and to deliver the correct quantity of Products on each Delivery Date. For the avoidance of doubt, time of delivery of the Products shall be of the essence for the purposes of the Contract.
4. The Seller shall deliver the Products to Janus’s site as notified by Janus in the Order or such other delivery address as may be set out in the relevant Order. The Seller shall arrange and be responsible for the compliance with and cost of:
  1. carriage and insurance during transit;
  2. necessary official authorisation or documents;
  3. adequate professional accreditation(s) of relevant professional associations;
  4. any applicable governmental reporting and declarations
  5. export and import licences and duties; and
  6. any applicable taxes, duties and levies relating to the manufacturing, selling or delivery of the Products.
5. Seller shall provide Janus with a certificate of origin for each and every Product sold hereunder and such certificate shall indicate the origin rule that the Seller used in making the certification.
6. All Products supplied shall be properly packaged and secured in such a manner as to reach the relevant delivery address in good condition
7. No charges shall be allowed for packing, crating, freight and/or any other shipping services unless so specified in this Contract. Seller shall comply with Janus’s shipping instructions, including the issue of commercial invoice/s and packing slips prior to shipment of Order/s. Order number(s) shall appear on all correspondence, shipping labels and shipping documents, including all packing slips, bills of lading, air bills and invoices. All commercial invoices should contain Janus and Seller details, description of goods including quantity, value, country of origin, and HS tariff code as well as agreed Incoterm for the Order. All packing slips shall include Janus’s part number, where applicable, description, quantity, and a statement as to whether the Order is partially or completely filled.
8. At Janus’s request, Seller shall supply First Article Inspection Reports (FAIR) for the first shipment of any new Product or parts thereof. Whenever a drawing of a Product or part thereof is revised, a FAIR shall be again required for all characteristics affected in the revision.
9. Products shall be delivered in accordance with the relevant Incoterm (Incoterms 2020), as agreed between the Parties in writing, to the designated place identified in the Order. Risk in and responsibility for and title to the Products shall pass to Janus upon receipt of the Products by Janus’s designated carrier.
10. At Janus’s request, a certificate of conformance stating the Products conform to all Order requirements shall accompany each shipment. The Seller shall have available for review all sub‐tier certifications for goods and processes that support the shipment.
11. If the Products are delivered before the Delivery Date, Janus shall be entitled at its sole discretion to refuse to take delivery or to accept delivery and to charge for the costs of insurance and storage of the Products incurred by Janus until the Delivery Date.
12. Seller shall notify Janus in writing immediately of any actual or potential delay in the performance of the Order. Such notice shall include a proposed revised schedule, but such notice and proposal or Janus’s receipt thereof shall not constitute waiver of Janus’s rights and remedies hereunder.
13. If Seller shall be unable to deliver as scheduled, Janus may require delivery by fastest way and charges resulting from premium transportation shall be prepaid by the Seller.
14. Consignment or part deliveries may be rejected unless Janus has agreed in writing to accept such deliveries.
15. Failure to deliver in accordance with the delivery schedule under the Contract, if not excused by Janus, shall be a material breach of the Contract. Janus reserves the right to refuse or return at Seller’s risk and expense shipments made in excess of Janus’s Order or in advance of required schedules, or to defer payment on advance deliveries until scheduled Delivery Date.
16. If the Seller is unwilling or unable to supply the Products and/or Services to Janus, or the Seller fails to deliver the Products and/or perform the Services detailed in any Order to Janus by the Delivery Date or the relevant date for performance, Janus shall be entitled to hold the Seller accountable for all loss or additional costs (or both) incurred as a result.
CHANGES AND REJECTIONS
1. Janus shall have the right upon notifying the Seller to suspend or make changes from time to time in the Products or Services or to change the Delivery Date. If any such change affects the cost of such Products or Services, an equitable adjustment shall be made, but any claim by the Seller for adjustment shall be asserted within thirty (30) days from its receipt of the notice.
2. If any of the Products or Services shall be found at any time to be defective in material or workmanship, or otherwise not in strict conformity with the requirements of this Order, Janus, in addition to such other rights, remedies and choices as it may have by contract or by law, at its option and sole discretion, may
  1. reject and return such Products at Seller’s expense; or
  2. re‐perform the Services to Janus’s satisfaction at Seller’s sole expense; or
  3. require Seller to inspect the Products and remove and replace nonconforming Products with conforming Products. If Seller fails to promptly make the necessary inspection, removal and replacement, Janus may, at its option, rework the discrepant Products and charge back the Seller for the required work.
PRICE AND PAYMENT
1. Janus shall pay Seller (i) the amount agreed upon and specified in the Order, or (ii) Seller’s quoted price on date of shipment (for Products), or the date Services were started (for Services), whichever is lower.
2. Unless otherwise agreed by Janus in writing, the price for the Products and/or Services:
  1. shall be paid in pounds sterling (£) calculated at the rate of exchange on the date due; and
  2. shall be inclusive of delivery, VAT (if applicable) and any other applicable duties and taxes.
3. Where required by law, Janus may deduct from any payments due to Seller hereunder such taxes as Janus shall be required to withhold and pay such taxes to the relevant tax authorities.
4. Each invoice submitted by Seller shall be provided to Janus within ninety (90) days of completion of the Services or delivery of Products, and shall reference the Order.
5. Janus reserves the right to return all incorrect invoices.
6. Invoices shall not be rendered by the Seller until completion of delivery of all of the Products and/or satisfactory performance of the Services specified on each Order. Payment shall not constitute acceptance by Janus of the satisfactory performance of the Services or the conformity of the Products.
7. Janus shall pay the price for the Products and/or Services within sixty (60) days of the date of receipt by Janus of the Seller’s valid invoice. Time of payment shall not be of the essence for the purposes of the Contract. Janus shall pay by electronic bank transfer to the Seller’s nominated bank account details of which the Seller shall provide to Janus.
8. If there is any invoice (or part thereof) that is disputed, Janus shall be entitled to withhold payment of the relevant invoice in full. The amount in dispute shall be agreed between the Parties. The Seller shall issue an amended invoice to reflect the agreed amount.
9. Janus has the right to withhold or deduct amounts payable under the Contract due to any breach of the Contract by the Seller or to withhold or deduct such sums (whether by way of set-off or otherwise) owing to Janus or any Associated Company from sums due to the Seller under the Contract.
INTELLECTUAL PROPERTY RIGHTS
1. The Seller shall promptly and fully notify Janus of any actual, threatened or suspected infringement throughout the world of any third party Intellectual Property Rights or of any claim by any third party so coming to its notice that the use or sale of the Products infringe any rights of any other person. The Seller shall at the request and reasonable expense of Janus do all such things as may be reasonably required to assist Janus in taking or resisting any proceedings in relation to any such infringement or claim.
2. Nothing in the Contract shall affect Janus’s (and/or its Associated Companies’) ownership of Janus’s Intellectual Property Rights existing as at the Effective Date.
3. Nothing in the Contract shall give the Seller any rights in respect of any trade names, trade marks or Intellectual Property Rights used by Janus (and/or its Associated Companies).
4. Any and all information and/or data relating to Janus’s customers in respect of the onward supply of the Products shall be deemed to be Janus’s Intellectual Property Rights and its Confidential Information. The Seller shall not be permitted to use such customer information and/or data other than in compliance with its obligations under the Contract.
5. The Seller shall not use any trade marks or trade names so resembling the trade marks or trade names of Janus as to be likely to cause confusion or deception.
6. Any Intellectual Property Rights first made or conceived by Seller in performance of this Contract that was derived from or based on the use of information supplied by Janus shall be considered to be the property of Janus, and Seller shall execute such documents as reasonably deemed necessary by Janus to perfect Janus’s title thereto.
CONFIDENTIALITY
1. The Seller will and shall procure that its personnel will, keep confidential all Confidential Information that it may acquire from Janus (and/or its Associated Companies) or in connection with the Contract and will not divulge, export or use the Confidential Information directly or indirectly for any purpose other than to complete its obligations under the Contract and that it will not, without the written consent of Janus disclose the same to any other person other than to the Seller’s employees to the extent that they require to know the information to perform the Seller’s obligations under the Contract.
2. The Seller shall notify in writing all persons, including its employees, to whom it imparts such Confidential Information that it is confidential information of Janus and shall ensure that such persons comply with the confidentiality provisions.
3. Clause 8.1 above does not apply to the extent that information is and can be shown by documentary evidence:
  1. lawfully in the possession of the Seller prior to its earliest receipt from Janus;
  2. already in or enters the public domain other than as a result of a breach by the Seller of a confidentiality obligation; or
  3. is required by law to be disclosed by the Seller, but only to the extent of such Order and the Seller shall promptly inform Janus of such requirement prior to any disclosure.
4. Upon Janus’s written request, the Seller shall return or destroy all Confidential Information together with all copies thereof within its possession or control.
5. The Seller hereby acknowledges that substantial damage could be done to Janus through any breach of this Clause 8 for which damages at law may not be an adequate remedy, and the Seller agrees that the provisions of the Contract preventing disclosure and use of Confidential Information may be specifically enforced by a court of competent jurisdiction, including by way of injunctive relief.
LIABILITY AND INSURANCE
1. Nothing in this Clause 9 or the other provisions of the Contract is intended to and/or shall restrict or exclude either Party’s liability for death or personal injury resulting from its negligence, or any liability for fraud, fraudulent misrepresentation or any other liability that cannot be restricted by applicable law.
2. Subject to Clause 9.1 the Seller shall indemnify and keep indemnified Janus and it’s customers, and their respective officers, directors, employees, attorneys and agents in respect of any and all Losses incurred by Janus as a result of:
  1. any and all claims brought in respect of death or personal injury or loss, destruction or damage to property howsoever arising from the use of the Products to the extent that such death or personal injury or loss, destruction or damage to property is caused by the Seller;
  2. any and all claims made against Janus which would not have been caused or made had the Seller complied with the warranties given to Janus at Clauses 3.1 and/or 3.3;
  3. any and all claims arising out of errors and omissions in drawings, calculations, packing details or other particulars; and
  4. any and all breaches by the Seller (or any of its employees, agents, representatives or sub-contractors) of the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise.
3. Seller shall be responsible for the actions and failure to act of all parties retained by, through, or under Seller in connection with the performance of this Contract.
4. In no event shall Janus be liable to seller for any incidental, indirect, special or consequential damages arising out of, or in connection with, this Contract, whether or not Janus was advised of the possibility of such damages
5. Should Janus’s use, or use by its customers, of any Products or Services be enjoined, be threatened by injunction, or be the subject of any legal proceeding, Seller shall, at is sole cost and expense,
  1. substitute fully equivalent non‐infringing products or services; or
  2. modify the Products or Services so that they no longer infringe but remain fully equivalent in functionality; or
  3. obtain for Janus and its customers the right to continue using the Products or Services; or
  4. if none of the foregoing is possible, refund all amounts paid for the infringing Products or Services. For the avoidance of doubt, this is not an exhaustive list of remedies.
6. The Seller shall obtain and maintain in force for the term of the Contract adequate and suitable insurance with a reputable insurance company to cover its liability under the Contract (including product liability, public liability and employer’s liability insurance cover) and shall supply to Janus on its reasonable request, certificates to prove that the Seller has appropriate and valid insurance.
7. Where Janus has performance deadlines or liquidated damages, (including any liquidated damages specified in the Order), which in turn are related to Products or Services subsequently commissioned from the Seller, Janus will presume these are co-terminus and accepted by the Seller.
8. In the event that any of the Products (whether relating to the whole or part of the quantity of Products requested under the relevant Order) supplied under the Contract do not comply with the Specification or the warranties set out in Clause 3.1, Janus shall be entitled, at its sole option, to:
  1. reject and return (at the Seller’s risk and expenses and at no additional cost to Janus) such Products to the Seller. The Seller shall promptly replace the defective Products;
  2. require Seller to inspect the Products and remove and replace nonconforming Products with conforming Products;
  3. obtain a refund of the price paid by Janus and to rescind the relevant Order relating to such defective Products;
  4. claim such Losses as may have been sustained in consequence of the Seller’s breach of the Contract resulting from a breach of the Contract by the Seller; and/or
  5. re‐perform the Services to Janus’s satisfaction at Seller’s sole expense, and if Seller fails to promptly make the necessary inspection, removal and replacement, Janus may, at its option, rework the discrepant Products and charge back the Seller for the required work. For the avoidance of doubt, this is not an exhaustive list of remedies.
9. In the event that any of the Services performed and/or the Deliverables (whether in whole or part) under the Contract do not comply with the Order or the warranties set out in Clause 3.3, the Seller shall, at Janus’s sole option:
  1. re-perform the defective Services (at no additional cost to Janus);
  2. obtain a refund of the price paid by Janus and to rescind the relevant Order relating to such defective Services; and/or
  3. claim such Losses as may have been sustained in consequence of the Seller’s breach of the Contract resulting from a breach of the Contract by the Seller. For the avoidance of doubt, this is not an exhaustive list of remedies.
10. Janus’s total aggregate liability under or in connection with the Contract shall not exceed the amount paid to the Seller in the twelve (12) months prior to the relevant claim.
DURATION AND TERMINATION
1. The Contract shall come into force on the Effective Date and, subject to the following provisions of this Clause 10, shall continue in full force and effect, unless or until termination by Janus giving to the Seller not less than one (1) month’s prior written notice.
2. Janus shall have the right to terminate the Contract forthwith at any time by written notice to the Seller if:
  1. the Seller commits any continuing or material breach of any of the provisions of the Contract and, in the case of such a breach which is capable of remedy, fails to remedy the same within fourteen (14) days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
  2. the Seller proposes to or actually: (a) goes into compulsory or members voluntary liquidation or passes a resolution for voluntary winding up or its directors convene a meeting of shareholders for that purpose (save for the purposes of amalgamation or reconstruction where the amalgamated or reconstructed company agrees to adhere to the Contract); (b) has an administrator or receiver appointed over all or any part of its assets or undertaking; (c) is the subject of any judgment or order made against it which is not complied with or is the subject of any execution, distress, sequestration or other process levied upon or enforced against any of its assets; (d) has any action, step, legal proceedings or other procedure taken in respect of it by its directors, shareholders, bankers, creditors or any person seeking to appoint a liquidator or an administrator or takes any such act or step itself; (e) has proposed in respect of it a company voluntary arrangement pursuant to the Insolvency Act 1986 as amended from time to time; (f) ceases or threatens to cease to carry on business; (g) gives the Janus reasonable grounds for believing that it is unable to meet its debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986 as amended; or (h) if any event or circumstance similar, equivalent or analogous to any of the events described in Clauses 10.2.2 (a) to (g) occurs in relation to the other Seller in any jurisdiction to which the Seller is subject; or
  3. the Seller undergoes a change of Control.
3. Janus may, by notice in writing, terminate the Order or work under the Order, for convenience and without cause, in whole or in part, at any time, and such termination shall not constitute default. In the event of partial termination, Seller shall not be excused from performance of the non‐terminated balance of the Products or Services.
4. Janus may by notice in writing to Seller, terminate the Order, in whole or in part, at any time if Seller fails:
  1. to perform within the time specified herein or any extension thereof; or
  2. to perform any of the other provisions of this Order.
5. The rights to terminate the Contract given by this Clause 10 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
6. Any provision of the Contract, which is expressly or by implication intended to continue in force and effect after termination of the Contract shall continue in force and effect notwithstanding such termination, including Clauses 3.1 and 3.3 (Warranties), Clause 7 (Intellectual Property Rights), Clause 8 (Confidentiality), Clause 9 (Liability and Insurance), and Clause 11 (General).
7. Upon the termination of the Contract for any reason, subject as otherwise provided in the Contract and to any rights or obligations which have accrued prior to termination, neither Party shall have any further obligation to the other under the Contract.
8. Upon termination, Janus may procure, as it deems appropriate, products or services similar to those that were to be provided under the Order, and Seller shall be liable to Janus for the cost of such products or services in excess of the contract price.
9. The Seller shall not be entitled to any claims, compensation or damages arising out of the valid termination of the Contract in accordance with the Contract notwithstanding any provision or rule of law to the contrary.

GENERAL

The Seller shall not assign, novate, dispose of, sub-licence, sub-contract or otherwise transfer the Contract nor any or all of their rights and obligations hereunder to any third party without the prior written consent of Janus.
The Seller shall not be relieved from any liabilities or obligations under the Contract and shall be responsible for the acts, defaults and negligence of any sub- contractor as fully as if they were the acts, defaults or negligence of the Seller.
All designs, drawings, tools, fixtures, Products, and other items supplied or paid for by Janus shall be and remain the property of Janus, and Janus shall have the right to enter Seller’s premises and remove Janus’s property at any time. Janus’s property shall be used by Seller only in its performance hereunder. Seller shall maintain Janus’s property, and shall be responsible for all loss or damage thereto, except for normal wear and tear.
The Contract constitutes the entire agreement and understanding of the Parties and supersedes all prior agreements, representations (excluding fraudulent misrepresentations), writings, proposals, negotiations, understandings, communications, oral or written, express or implied between the Parties regarding the subject matter of the Contract and to the extent permitted by law. For the avoidance of doubt, the Contract shall expressly exclude any standard terms and conditions of sale, services and/or business that the Seller may purport to apply under the Contract or any Order.
Any notice, consent, approval, agreement or other document required under the Contract shall, in the absence of any express provision to the contrary shall be in writing in the English language and shall be deemed to have been duly given if left at or sent by hand or by registered post to a Party at the address set out in the Order for such Party or such other address as one Party may from time to time designate by written notice to the other. Such notice shall be deemed to have been received by the other Party: (i) two (2) Business Days following the date of dispatch if the notice or other document is sent by registered post; or (ii) five (5) Business Days following the date of dispatch if the notice or other document is sent by registered airmail post; or (iii) simultaneously with the delivery if sent by hand; or (iv) on the same Business Day that the email is sent if the notice is sent by email. If the email is sent after 5:00pm or not on a Business Day, the notice shall be deemed to be received on the next Business Day.
If any provision of the Contract is held by any court or other competent authority to be void or unenforceable (in whole or part), the other provisions of the Contract and the remainder of the affected provisions shall continue to be valid.
Janus shall not be liable for any failure to perform including, but not limited to, failure to (i) accept performance of Services or, (ii) take delivery of the Products, caused by circumstances beyond its control which make such performance commercially impractical including, but not limited to, acts of God, fire, flood, acts of war, terrorism, government action, accident, labour difficulties or shortage, inability to obtain goods, equipment or transportation.
The Seller is appointed as an independent contractor. The Contract is not intended to create or establish, nor shall be construed as creating or establishing, any agency, partnership or corporate relationship between the Parties, and neither Party is authorised to bind the other Party, contractually or otherwise, or to provide warranties or representations on behalf of the other Party.
An entity which is not expressly a Party to the Contract shall have no right under the Contract (including under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any term of the Contract. The provisions of the Contracts (Rights of Third Parties) Act 1999 shall be expressly excluded from the Contract. Notwithstanding the foregoing of this Clause 11.9, any Associated Company may enforce any term of the Contract.
Janus shall be entitled to perform any of the obligations undertaken by it and to exercise any of the rights granted to it under the Contract through any of its Associated Companies and any act or omission of any such Associated Company shall for the purposes of the Contract be deemed to be the act or omission of Janus.
The rights and remedies provided in the Contract are cumulative and not exclusive of any rights or remedies otherwise provided by law.
The failure of Janus to exercise or enforce any right under the Contract shall not be deemed to be a waiver of that right or operate to bar the exercise or enforcement of it at any time or times thereafter.
Each Party to the Contract shall be responsible for the payment of its own costs (and not those of the other Party) in connection with the negotiation, preparation and execution of the Contract.
Each Party warrants to the other that the signatory or signatories to the Contract are duly authorised and empowered to execute the Contract on its behalf and so as to bind it to the terms of the Contract.
The Contract shall not be varied, except in writing and signed by the duly authorised representatives of both the Parties.
The Contract shall be governed by and construed in all respects in accordance with the laws of England.
Each Party irrevocably agrees that all disputes or claims arising out of or in connection with this Contract, or with its/their subject matter or formation (including non- contractual disputes or claims) shall be finally resolved by arbitration under the rules of the London Court of International Arbitration in force at the date of the dispute or claim. It is agreed that:
1. any dispute must be submitted to Janus in writing within seven (7) days;
2. the tribunal shall consist of one single arbitrator mutual agreed upon by the Parties;
3. in default of the Parties’ agreement as to the arbitrators, the appointing authority shall be the London Court of International Arbitration;
4. the language used in the arbitration shall be English; and
5. the seat of arbitration shall be London, United Kingdom.
Each Party will comply (to the extent that they apply) with applicable laws relating to anti-corruption, anti-trust and anti-money laundering and each of the Parties shall have in place and maintain, Adequate Procedures designed to prevent any act of bribery (as that term is defined in the Bribery Act 2010) being committed by each of the respective Parties (and its Associated Persons, as defined in the Bribery Act 2010). Each of the Parties will not at any time, do anything that could contravene the Bribery Act 2010. Any breach of this Clause shall be deemed to be a material breach of the Contract.

In the Contract, the following words shall have the following meanings, unless the context otherwise requires:-

“Associated Company“	means any company which is a subsidiary or holding company of JANUS (as appropriate) or any subsidiary of such holding company from time to time and “subsidiary” and “holding company” shall have the meanings set out in section 1159 of the Companies Act 2006;
“Business Day“	means any day which is not a Saturday, a Sunday or a bank or public holiday in England.
“Conditions”	means these standard Terms and Conditions of Purchase for Products and/or Services together with any special terms agreed in writing by the Seller and Janus;
“Confidential Information“	means any and all information provided by Janus under the Contract that is either: (i) marked as being confidential (or in the case of verbal discussions is later confirmed in writing to be confidential); or (ii) information (however communicated) that is of a type that the other Party could reasonably have been expected to know that the information was confidential, including but not limited to any technical, process or economic information derived from or contained in any drawings, specifications, software or other data, any customer information and/or data relating to Janus’s customers;
“Contract”	means any contract between Janus and the Seller for the purchase of Products and/or Services including the Order and incorporating these Conditions;
“Control”	means the ability of a person to direct the affairs of another whether by virtue of the ownership of shares, contract or otherwise;
“Delivery Date”	means the date and times for the delivery of the Products, as notified to the Seller by Janus in the Order;
“Effective Date“	means the date of the Order;
“Intellectual Property Rights“	means any and all patents, trade marks and service marks, registered designs, design rights and copyright, moral rights, rights in data and databases and other protectable lists of information, rights in confidential information, trade secrets, inventions and know-how, trade and business names, domain names, get-ups, logos and trade dress (including all extensions, revivals and renewals, where relevant) in each case whether registered or unregistered and applications for any of them and the goodwill attaching to any of them and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world;
“Janus”	means Janus International Europe Limited (company number: 03289427) whose principle place of business is situated at 102b The Green, Twickenham, Middlesex, United Kingdom, TW2 5AG;
“Laws“	means: (a) any and all statutes or proclamations or any delegated or subordinate legislation; (b) any applicable guidance, direction, determination, standards or approvals; and (c) any applicable and binding judgment of a relevant court of law, in each case in force from time to time;
“Losses“	means any and all losses on a pound for pound basis, including any loss of revenue or business, liabilities, damages, costs (including legal costs and disbursements), expenses, claims, demands or proceedings howsoever arising and suffered or incurred by Janus, in each case whether or not the loss arose in the ordinary course of business or was otherwise reasonably foreseeable;
“Order“	means a purchase order for the Products and/or Services issued by Janus whether by way of a formal order using a Janus issued template or via email;
“Products“	means the products set out in the relevant Order;
“Services”	means the services to be performed by the Seller as set out in the relevant Order;
“Specification“	means the specification of the Products (if applicable) as attached to the relevant Order;
“Seller”	means the Seller of the Products as detailed in the Order.

The headings in the Contract are for convenience only and shall not affect its interpretation.
Any reference to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
A Clause is a reference to clause to the Contract.
If and to the extent only of any conflict between the Order and the Conditions, the Order shall prevail over the Conditions.
Unless the context requires otherwise, words denoting the singular shall include the plural and vice versa and words denoting any one gender shall include all genders and words denoting “persons” shall include individuals, bodies corporate, unincorporated associations and partnerships.
Any lists or examples following the word “including” shall be interpreted without limitation to the generality of the preceding words.
A “Party” means any Party to the Contract individually and “Parties” refers to all of the Parties to the Contract collectively. A Party shall include all permitted assigns of the Party in question.
References to “writing” or “written” shall not be deemed to include facsimile or email.