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General T&Cs of Purchase

1. Definitions

For the purposes of these GTCP, the following words shall have the meanings assigned to them below:

1.1 ALTAVIA UK: the company named ALTAVIA UK GROUP LIMITED, trading as “ALTAVIA UK”, registered under company number 02527817, with its registered office at Mercury House, 8 Sandy Way, Northampton, NN4 5EJ, UK.

1.2 Contract: any agreement concluded between ALTAVIA UK and Supplier and any alteration, addition or any more detailed arrangements such as the Specifications for the procurement of Products or Services thereto. A Contract is concluded each time after ALTAVIA UK issues a written Purchase Order for the provision of (part of) a Product or Service;

1.3 the Data Protection Legislation: means all applicable laws and regulations relating to the processing of personal data and privacy including the Data Protection Act 1998, the General Data Protection Regulation 2016 (“GDPR”), the Privacy and Electronic Communications Regulations 2003 and any and all replacement, subsequent, implementing or additional legislation as amended from time to time;

1.4 Defect: any deviation from the Specifications or any kind of improper functioning of the Products;

1.5 General Terms and Conditions of Purchase or GTCP: these general terms and conditions for the procurement of Products and Services;

1.6 Items: all items, documentation, images or materials otherwise, such as models, stamps, drawings, tools or other aids, which ALTAVIA UK makes available to Supplier in connection with the Contract;

1.7 Products: all items, goods, materials, merchandise and any other products (including without limitation, computer software), data, as stipulated in the Contract, which are supplied, delivered or otherwise made available or to be supplied, delivered or made available, to ALTAVIA UK within the framework of the performance of a Contract;

1.8 Purchase Order: the written confirmation by ALTAVIA UK of a quotation, proposal or offer from Supplier sent to Supplier by post mail or digitally;

1.9 Services: all services as stipulated in the Contract, which are offered, provided or to be provided to ALTAVIA UK;

1.10 Specifications: the detailed specifications or description of the Products or Services as agreed to by ALTAVIA UK and Supplier, including, if applicable, the specifications or descriptions detailed in requests for quotations, requests for proposals, offers and other communications between ALTAVIA UK and Supplier. Should no such detailed specification or description be provided, the specification shall be that which is usual between parties or, should no such specification/description exist, that which generally applies within the sector;

1.11 Supplier: any (potential) supplier of ALTAVIA UK, Company Number 02527817, Registered Office, Mercury House, 8 Sandy Way, Northampton, NN4 5EJ, UK.

2. Scope

2.1. These GTCP shall apply to all requests for quotations, proposals and offers, all orders, agreements and other legal relationships (including Contracts and non-contractual or precontractual relationships) between ALTAVIA UK and Supplier in respect of the ordering, procuring, receiving, providing, purchasing, supplying or otherwise making available of Products or Services, except and to the extent that ALTAVIA UK has deviated from these GTCP in writing.

2.2. ALTAVIA UK and Supplier expressly reject the applicability of any general terms and conditions of Supplier.

2.3. When ALTAVIA UK and Supplier enter into any order, agreement or other legal relationship to which these GTCP apply, Supplier shall be considered to have agreed to the applicability of these GTCP for future orders, agreements and legal relationships regarding the procurement of Products or Services.

3. Conclusion and term of the Contract

3.1. If ALTAVIA UK asks Supplier for a quotation, proposal or offer, the quotation, proposal or offer submitted by Supplier, as well any subsequent quotations, proposals or offers submitted following negotiations with ALTAVIA UK, if any, will be deemed irrevocable for the period mentioned herein or the period requested by ALTAVIA UK, or, when no period is mentioned or requested, for at least 30 days. Any requests by ALTAVIA UK to Supplier for the submission of a quotation, proposal or offer are not binding upon ALTAVIA UK. ALTAVIA UK is entitled to request changes or amendments to the quotation, proposal or offer of Supplier as well as to the Specifications without being bound by such request for change or amendment.

3.2. Contracts are concluded only after ALTAVIA UK has accepted the (final) quotation, proposal, or offer made by Supplier by issuing a Purchase Order. If Supplier starts to supply the Products or perform the Services detailed in the quotation, proposal or offer without first having received the relevant Purchase Order, Supplier will do so entirely at its own expense and risk. ALTAVIA UK is not obliged to award a Purchase Order or Contract to any quotation, proposal or offer nor to reimburse the costs of any such quotation, proposal or offer.

3.3. Supplier is obliged to inform ALTAVIA UK with immediate effect of any errors and/or ambiguities in request and/or documents.

3.4. Contracts shall be effective for the term as detailed in the Specifications and/ or the Purchase Order, unless sooner terminated in accordance with these GTCP.

4. Prices and payment

4.1. All prices quoted by Supplier shall be fixed, on a time and material basis or as otherwise detailed or agreed to in the Specifications and/ or the Purchase Order, expressed in Pounds Sterling (unless agreed otherwise), without prejudice and subject to these GTCP, exclusive of VAT but inclusive of any other taxes, incidental costs and expenses.

4.2. All prices include the standard packaging and delivery carriage paid and shall be free of import duties. Prices shall include the provision of all materials and all preparatory and other work necessary to comply with the requirements and descriptions set out in the Contract and/ or the Specifications. All prices include the costs for transportation of equipment and personnel, insurance, and customs, unless explicitly agreed otherwise in writing. If the Products or Services include creations, or if third party rights are embedded therein, the price includes full assignment of these rights and related exploitation rights as detailed in article 13 hereunder, and the provision of the corresponding works in the format and/or nomenclature requested by ALTAVIA UK.

4.3. With the exception of the provisions laid down in article 5, prices are not subject to change, unless explicitly agreed by ALTAVIA UK in writing.

4.4. The payment of an invoice shall become due sixty (60) days from date of invoice, unless agreed otherwise in writing by both parties. Due payments shall be processed on the 15th and last day of the month in which the payment is due. Payments shall be made in Pounds Sterling and transferred to the bank account stipulated by Supplier.

 Invoices for Products will not be sent until Supplier has fully and correctly performed the Contract in accordance with the Specifications. Invoices for Services will be submitted on a monthly basis to ALTAVIA UK covering Services rendered during the preceding month, unless explicitly agreed otherwise. Payment of an invoice by ALTAVIA UK does not imply ALTAVIA UK’s acceptance of the performance of the Contract by Supplier in accordance with the Specifications.

4.5. The invoice must contain, as a minimum, either (i) a summary description of the Services that were performed during the preceding month and the period during which they were provided or (ii) the description of the Products and the quantities supplied, as well as the respective Purchase Order number and should be addressed to the address communicated by ALTAVIA UK. ALTAVIA UK reserves the right to return invoices which do not contain the data mentioned in this article 4.5.

4.6. ALTAVIA UK is entitled, without judicial intervention, and without prejudice to any other rights that ALTAVIA UK may have under the Contract or applicable law, to offset and/or suspend payment of any amount, if it or a company affiliated to it has or will have a claim, which may or may not be enforceable, against Supplier or a company affiliated to Supplier.

5. Changes and Cancellation.

Before Supplier delivers the Products or perform the Services, ALTAVIA UK may request changes. If ALTAVIA UK demonstrates that a change will reduce Supplier’s costs or if Supplier demonstrates that a change will increase Supplier’s costs or affect its ability to complete a Purchase Order on time, the Parties will negotiate a fair adjustment to the price and/or schedule. ALTAVIA UK may cancel a Purchase Order with respect to any Products not yet delivered or Services not yet performed by notifying Supplier. After ALTAVIA UK notifies Supplier, Supplier will take all reasonable steps to minimize costs due to ALTAVIA UK cancellation. As Supplier’s exclusive remedy, ALTAVIA UK will pay for Supplier’s unavoidable costs incurred before receiving ALTAVIA UK’s notice (less any savings realized from ALTAVIA UK’s cancellation) that Supplier can document to ALTAVIA UK’s reasonable satisfaction.

6. Delivery and time for performance.

6.1. Delivery of Products shall be deemed to have taken place once the Products are stored on the premises designated by ALTAVIA UK, unless otherwise agreed. Delivery of Products takes place during normal working hours.

6.2. The Supplier acknowledges that the agreed time and time for performance of the Contract, and/or any further deadlines or timelines specified, are of essential importance to ALTAVIA UK.

6.3. The Supplier shall be deemed to be in default by exceeding the deadlines or timelines for performance agreed with ALTAVIA UK.

6.4. ALTAVIA UK shall be entitled at any time and for whatever reason, by providing a written statement to the Supplier, to defer the performance of the Contract that it has ordered for a period to be specified. In such event, Supplier shall store the Products in a suitable location, separate from any other goods or products, on behalf of ALTAVIA UK, insuring them and taking appropriate measures to prevent any loss of quality. ALTAVIA UK shall make reasonable payment to the Supplier for the cost of such storage, measures, and insurance. ALTAVIA UK reserves the right to issue further instructions upon commencement of the Contract concerning work hours and time schedules, as well as to the precise location on the site where the Services should be performed or the Products delivered.

6.5. If, in the performance of the Contract in question, there is a risk of a delay occurring in relation to the agreed delivery date or timelines for provision of the Services, for any reason whatsoever, the Supplier will take adequate measures on its own initiative and with immediate effect, such as for example, employ extra staff in order to make up for any (potential) delays, and/or to prevent these from arising. The Supplier will promptly report the (potential) delay and the measures to be taken to ALTAVIA UK in writing. Without prejudice to the above, the Supplier will be in default without any further notice of default being required, if any of the agreed delivery date, timelines or implementation periods relating to the performance of (part of) the Contract are exceeded and ALTAVIA UK shall be entitled to terminate the Contract with immediate effect, notwithstanding any of ALTAVIA UK’s other rights hereunder.

6.6. Performance of (part of) the Contract prior to the delivery date or agreed time for performance may only take place with prior written permission from ALTAVIA UK and will not lead to any change in the agreed period of payment.

6.7. Products must be suitably packaged taking into account the nature of the Products and also taking into account the means of transport. Supplier is liable for damage resulting from or related to undue packaging of the Products.

6.8. Products delivered that are not in accordance with the Contract and/or the Specifications may be returned at the Supplier’s expense and risk.

6.9. The Supplier is responsible for the removal or processing of packaging, dirt, waste and surplus material, at its own expense.

6.10. Performance of a Contract includes the delivery of all accompanied tools and documents such as, but not limited to, (guarantee) certificates, drawings, quality reports, maintenance- and instruction guidelines.

6.11. Supplier is not entitled to perform a Contract in part(s), unless explicitly agreed otherwise by ALTAVIA UK in which case these GTCP apply to such a partial delivery.

7. Performance of the Contract

7.1 Supplier shall perform the Contract strictly in accordance with the Specifications and other relevant contractual arrangements in good workmanlike manner.

7.2. The Contract shall be performed on a non-exclusive basis. Parties agree that Supplier and Supplier personnel deliver the Products or perform the Services as independent parties and are not authorised to act as the agent or representative of ALTAVIA UK or to represent that it or they are entitled so to act. Parties agree that no employment relationship shall exist between ALTAVIA UK and Supplier or Supplier’s subcontractors by virtue of Supplier’s or Supplier’s subcontractor’s personnel supplying the Products or providing the Services under the Contract.

7.3. Supplier undertakes that it, its staff, and any third parties which it engages shall conduct themselves on ALTAVIA UK’s site and premises in accordance with the regulations and rules of conduct applying there, for example in respect of security, safety, and health, and that they will follow any instructions or guidelines with which they are issued in that regard and sign the necessary statements (or cause such to be signed). ALTAVIA UK is entitled to immediately stop the supply of the Products or the provision of the Services in case the forementioned regulations and rules are not complied with.

7.4. Supplier shall use its best efforts to minimize any adverse impact on the scheduled time and projected cost of the project that may be caused by the removal or replacement of any of its personnel or materials from a project or site.

7.5. ALTAVIA UK may request Supplier to submit regular reports setting out the progress of the supply of the Products or the performance of the Services.

8. Audit

8.1 Supplier allows ALTAVIA UK, directly or through a representative appointed thereby, to conduct at any time an audit of Supplier’s premises (and/or those of its authorized subcontractors) and to perform any checks and controls in order to verify full compliance with the Supplier obligations. Supplier will notably grant access to all Supplier documents related to the supply of the Products or the performance of Services for ALTAVIA UK, to relevant data files, and will answer to any questions from the auditor. Cost of these audits will be borne by ALTAVIA UK, unless such audit shows any breach of Supplier obligations. Supplier shall ensure that its authorized subcontractors will comply with this clause.

8.2 The (non)- performance of an inspection or audit by ALTAVIA UK does not discharge the Supplier from any of its obligations or liability.

9. Ownership and risk

9.1. All goods and deliverables developed and/or manufactured by the Supplier in the performance of the Services, including but not limited to drawings, sketches, moulds, templates, prototypes, computer programs in source code, object code and/or hard copy, the corresponding documentation and any other resources, shall become property of ALTAVIA UK upon their creation.

9.2. ALTAVIA UK shall acquire ownership of the Products at the moment they are delivered in accordance with article 6 or otherwise become available to ALTAVIA UK or as much earlier as legal execution of delivery takes place in some other manner.

9.3. Supplier is liable for all losses or damages arising out of or resulting from the Products and/or for any losses of and damages to such Products until the moment they are delivered to ALTAVIA UK, without prejudice to any other stipulations laid down in these GTCP.

9.4. Should it be agreed by ALTAVIA UK, that full or partial payment shall be made for partial performance of the Contract at an earlier point than there referred to, ALTAVIA UK shall, by making an advance payment and without any more specific act of delivery being required, acquire ownership of all Products, materials, raw materials, or semi-manufactures used by Supplier to perform the Contract or intended for that purpose. Supplier shall be obliged to acquire the said Products, materials, raw materials, or semi-manufactures, entirely free of charges and third-party rights, and to store them separately on behalf of ALTAVIA UK. Supplier shall remain liable in accordance with article 9.3 after the transfer of ownership pursuant to this article 9.4.

9.5. Supplier shall have no right of retention or right to postpone obligations in respect of ordered Products or Services.

10. Warranty

10.1. Supplier warrants at least the following:

10.1.1. The Products and Services are suitable for the purpose for which the Contract was concluded, insofar as Supplier was aware of that purpose or could have been aware of it;

10.1.2. Supplier will exercise due professional care, skill, diligence and competence in accordance with applicable professional standards and will perform the Contract entirely in accordance with the requirements as stated in the Specifications;

10.1.3. Supplier’s employees and third parties which Supplier may make use of for the performance of the Services are of sufficient qualification and shall comply with any agreed qualification requirements relating to training, expertise and experience and will continue to do so for the duration of the Contract;

10.1.4. The Products and materials used in the provision of the Services are of the highest possible quality, fit for purpose and provide the adequate level of safety, health, welfare and environment;

10.1.5. The Products and materials used in the provision of the Services are in accordance with any samples, models or drawings as regard their quantity, description, quality and performance, are produced according to the latest state of technology and are new, of the highest possible quality, free of faults as regard their design, processing, manufacture, construction, and dimensions, free of Defects and third party rights;

10.1.6. All applicable national and international laws and regulations regarding the Products (or their packaging) and Services have been and will be complied with strictly;

10.1.7. The Products and Services otherwise comply with the requirements reasonably set for them or as informed by ALTAVIA UK from time to time.

10.2. The conditions laid down in this article 10 do not affect ALTAVIA UK’s other rights, including those referred to in article 11.

11. Specific Warranties for Products

11.1. Ordered Products shall in any case be deemed inadequate within the meaning of article 10.1. if Defects occur within the agreed Warranty Period, as defined in article 11.2, unless such is the result of normal wear and tear or such Defects are caused by ALTAVIA UK.

11.2. Without prejudice to ALTAVIA UK’s right to the payment of costs, damages or interests, if any Defects occur within a period of twelve (12) months (unless otherwise agreed in writing by both parties) following delivery of the Products, such Defects shall be remedied by Supplier for its own risk and costs within seven (7) calendar days after appearance (“Warranty Period”). This Warranty Period will be extended by a period equal to the period(s) during which the Products were not used or could not be fully used as a result of a failure of this Warranty. The Warranty Period then recommences for products provided as replacements of the defect Products and replaced or repaired parts of these Products, including those parts of the Products on which replaced or repaired parts may be of influence. The expiry of the Warranty Period leaves the statutory rights of ALTAVIA UK unchanged.

11.3. If during the Warranty Period a Defect arises, ALTAVIA UK reserves the right either to return the Products and demand immediate repayment of the amount paid for these Products, or to demand that the Products in question be replaced or repaired, all at the Supplier’s costs.

12. Rejection

12.1. ALTAVIA UK will inspect Products and Services within a reasonable time upon delivery and notify Supplier of any noncompliance that exists and Supplier will not claim forfeiture of ALTAVIA UK warranties in case of delayed inspection and notification. ALTAVIA UK may at its sole discretion reject and return to Supplier at its expense, all or any part of the goods delivered in excess of the quantity ordered and/or which do not conform to ALTAVIA UK Purchase Order or the above obligations of Supplier. ALTAVIA UK may also reject and return to Supplier at its expense any partial, incomplete or early delivery. In such a case Supplier will, at ALTAVIA UK discretion:

– Deliver replacement Products or Services that conform to the Purchase Order and Supplier obligations within a reasonable time; or

– Refund ALTAVIA UK in full; or

– Give ALTAVIA UK an appropriate discount.

If a suitable mutually agreeable solution can’t be reached and at the ALTAVIA UK discretion, ALTAVIA UK may also purchase substitute Products or Services at Supplier’s cost. Supplier will also compensate ALTAVIA UK for any losses or damages incurred in connection with any of the above. Supplier will bear any costs incurred in connection with the delivery of replacement Products and Services including transportation, removal, examination, installation, etc. Regardless of ALTAVIA UK obligations, Supplier is responsible for testing, inspection, quality control, and of providing certificates of analysis from accredited laboratories to ALTAVIA UK.

13. Intellectual property

13.1. Property rights of ALTAVIA UK

Supplier acknowledges that the applications, documentation and any other data that ALTAVIA UK may provide to Supplier (or that are provided to Supplier on behalf of ALTAVIA UK) remain ALTAVIA UK exclusive property.

13.2. Property rights of transferred to ALTAVIA UK

Supplier assigns on an exclusive basis to ALTAVIA UK, upon creation, all rights (notably intellectual property rights) on works acquired and/or created for ALTAVIA UK or its representatives and mentioned on the Purchase Order, such as the property of the materials and source codes of IT developments (to be delivered with appropriate documentation).

This assignment notably includes the following, directly and indirectly: reproduction rights on any medium known or unknown at present, offline and online, in any format, representation rights by any transmission process and any telecommunication network, broadcasting and utilisation rights for any use and purpose (commercial, promotional, internal), adaptation rights (notably reproduction or representation under a modified form via the integration of new elements). This assignment includes the right for ALTAVIA UK to sub-assign or sub-license and is granted on a worldwide basis for the legal protection period or intellectual property rights.

Supplier shall also acquire the ownership or right-to-use (licence) of these same rights for any elements invented or designed by third parties and not provided by Supplier, but which are used during performance of Services and/or incorporated into the delivered Products. Supplier will justify the acquisition of these rights in order to allow their assignment in the above-mentioned conditions and shall inform in writing ALTAVIA UK about any limits of the rights acquired.

If the creations involve the use of a third party’s personality rights, Supplier will obtain all the necessary authorisations and forward them to ALTAVIA UK.

Supplier warrants ALTAVIA UK against any action brought by a third party possessing or claiming to possess any right whatsoever, in particular intellectual property rights, on any grounds whatsoever over the creations, inventions or elements that Supplier transmitted to ALTAVIA UK during performance of Services or production of Products, and will deal with the claims of these third parties so that ALTAVIA UK and its client cannot be sued. Supplier will reimburse ALTAVIA UK for any damages and defence costs that ALTAVIA UK may incur in this respect.

14. Confidentiality.

Supplier undertakes to keep strictly confidential and not to divulge, disclose or otherwise furnish, directly or indirectly, to any third party any information disclosed by or in relation with ALTAVIA UK that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential, unless explicitly permitted herein or required by law. The provisions of this article 14 shall not apply to any information, which Supplier can demonstrate:

  • Is or becomes public knowledge other than by breach of this Section; or
  • Is in the possession of Supplier without restriction in relation to disclosure before the date of disclosure by ALTAVIA UK; or
  • Is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure.
  • Supplier shall impose the obligations under this article to its staff and any third party assigned by Supplier for the fulfilment of Supplier’s obligations under a Contract.

Supplier shall not make any public announcement with respect to a Contract or any ancillary matter without the prior written consent of ALTAVIA UK.

15. Items

15.1. ALTAVIA UK shall remain the owner of all Items. Supplier shall use the Items only for the purpose of the proper performance of the Contract and shall not authorise or permit third parties to make use of them. Unless it has received the written consent of ALTAVIA UK, Supplier shall refrain from any act or omission relating to the Item, such that ALTAVIA UK loses the ownership thereof by means of specification, accession, confusion, or in any other manner. Supplier also undertakes that the Item shall not be encumbered or burdened with any third party rights.

15.2. Supplier shall not have any right of retention or right to postpone obligations in respect of the Items.

15.3. Supplier shall adequately insure the Items in favour of ALTAVIA UK, at its own costs, against any damage resulting from their being partly or wholly lost or damaged, regardless of the cause.

15.4. Supplier shall be granted a strictly personal, non-transferable and non-exclusive license to use the Items for the term of the Contract in the manner referred to in this article 15. ALTAVIA UK retains all its rights of intellectual property and know-how in respect of the Items

15.5. Supplier shall use the Items entirely on its own risk and shall return the Items to ALTAVIA UK in good conditions immediately upon the completion of the Contract, or earlier if reasonably expected.

16. Assignment and subcontracting

16.1. Supplier is not permitted to assign the Contract, or any part thereof, or rights or claims ensuing from the Contract, to third parties, nor to transfer or pledge these, unless ALTAVIA UK has given prior written permission.

16.2. Supplier is not permitted to outsource, subcontract or otherwise have third parties perform the Contract unless expressly agreed otherwise with ALTAVIA UK in writing.

16.3. In the event that Supplier is given permission to assign, transfer or pledge the Contract, or any part thereof, Supplier will ensure that the third party undertakes to fully observe the conditions laid down in the Contract and these GTCP and Supplier will remain responsible for the performance of the Contract in accordance with the Specifications and any other contractual arrangements, if any. Supplier indemnifies ALTAVIA UK against and holds ALTAVIA UK harmless from any claims and/or damages caused by a subcontractor.

17. Processing of personal data

17.1 Each Party is a data controller in respect of its own personal data and the personal data of the other Party that it may collect and process within the normal course of the performance of a Contract.

Each Party declares that it complies with its obligations as a data controller under applicable Data Protection Legislation.

17.2 As part of the Products and Services commissioned from Supplier, Supplier may have to process personal data on behalf of ALTAVIA UK or on behalf of ALTAVIA UK’s clients. Where this is the case Supplier will at all times act in accordance with all applicable legislation in relation to data protection and privacy and will enter into a contract relating to the processing of personal data (supplier), a copy of which will be provided to Supplier. Upon the completion or termination of the Purchase Order or at any time before should the personal data no longer be required to perform the Services, ALTAVIA UK shall provide instructions for the return or destruction of personal data.

18. Insurance

Supplier warrants it has taken out sufficient insurance of legal and professional liability, also covering subcontractors and their personnel, if applicable, and will remain so insured. At ALTAVIA UK’s first request, Supplier will present a copy of the policy document detailing notably the activity covered and the amount of coverage, and proof that the premiums have been paid.

19. Liability

19.1. Supplier is liable for and indemnifies and holds ALTAVIA UK harmless against any and all losses or damages whether in contract, tort, breach of statutory duty or otherwise resulting from or in connection with the performance of the Contract, regardless of whether said loss or damage is caused by Supplier itself, its staff, by other persons whom Supplier has engaged in the performance of the Contract or any other third parties and regardless of whether ALTAVIA UK could have foreseen the possibility of such loss or damage.

19.2. Neither Party excludes or limit its liability in respect of (i) loss or damage caused by wilful intent or gross negligence, or (ii) injuries to or death of any person, caused by any of its officers, employees, agents or contractors.

20. Force majeure

20.1. Force majeure is understood to mean circumstances that impede the fulfilment of the Contract and which are not attributable to Supplier and are unforeseeable and irresistible. Supplier is obliged to report this force majeure situation to ALTAVIA UK in writing within one calendar day. Excluded from force majeure are, at least, the following events:

  • Specific strike at the Supplier and transport problems;
  • Failure to obtain all equipment, materials, and/or (third party) services required for the proper fulfilment of the Contract, unless caused by circumstances that cannot in fairness be attributed to Supplier;
  • Late an/or stagnation of deliveries by Supplier’s suppliers;
  • Incomplete deliveries by Supplier’s suppliers.

20.2. During force majeure event all of Supplier’s obligations shall be suspended. Should the period in which Supplier cannot fulfil its obligations as a result of force majeure continue for longer than one (1) calendar month, ALTAVIA UK shall be entitled to terminate the Contract in writing without there being an obligation to pay any compensation whatsoever arising out of or in connection herewith.

21. Termination for breach

In case of failure by one of the parties to any of its contractual obligations, not remedied within a reasonable period determined by ALTAVIA UK (or eight (8) days if no period is determined by ALTAVIA UK) from a formal notice sent by the other party, the latter may immediately and ipso jure terminate the corresponding Contract, without prejudice to any damages. Notwithstanding the foregoing, if Supplier fails to meet an obligation of result, or an obligation not to do something, or if the failure no longer allows the order to be completed within a commercially acceptable time frame, ALTAVIA UK may immediately and ipso jure terminate the corresponding Contract and terminate its relationship with Supplier, without prejudice to any damages. In the event of a breach by Supplier, ALTAVIA UK may also suspend any payment in progress.

22. Advertising

Supplier are not entitled to use ALTAVIA UK or ALTAVIA name and/or trademarks and/or other ownership, even as a commercial reference, without ALTAVIA UK prior consent in writing.

23. Partial invalidity

If any provision under these Terms and Conditions cannot be invoked or such provision is deemed to be invalid for any reason whatsoever, the other provisions shall remain in full force and effect. Supplier and ALTAVIA UK shall be deemed to have agreed to new terms and conditions in substitution for such invalid provisions. These new terms and conditions shall be interpreted, as regards their contents and effect, as closely as possible to the original text as written but in such a way that rights can indeed be derived therefrom.

24. Agreement not to approach customers/employees

24.1 For the duration of the commercial relations between Supplier and ALTAVIA UK, , Supplier commits not to perform, directly or indirectly (unless prior approval is given in writing by ALTAVIA UK), services similar or identical to those entrusted by ALTAVIA UK for one of its clients during last two years. If Supplier is directly approached by one of the ALTAVIA UK’s clients for which it supplied Products or provided Services in the framework of a mission entrusted by ALTAVIA UK, Supplier commits to inform ALTAVIA UK immediately.

24.2 For the duration of the commercial relations between Supplier and ALTAVIA UK, and during twelve (12) months thereafter, Supplier will refrain from directly or indirectly taking on an employee of ALTAVIA UK, one of its companies or its group under any status whatsoever or from approaching the latter with a view of hiring, without the prior agreement of ALTAVIA UK in writing.

25. Authority to amend

ALTAVIA UK is entitled to amend these GTCP. Such amendments shall enter into force on the effective date as notified. If the effective date has not been officially announced then the amendments affecting Supplier will enter into force on the date that Supplier is notified or informed of such amendment.

26. Waiver

The rights of either party under any Contract are without prejudice to all other rights and remedies available to either party and no failure or delay by either party to exercise any right under this Contract will operate as a waiver of such right under any Contract.

27. Governing Law

All aspects of this Contract shall be governed by English Law and the parties submit to the exclusive jurisdiction of the English Courts.