Terms and Conditions of Purchase

1 DEFINITIONS

In these Conditions:-

(a) “Anti-Slavery Law” means any and all statutes, statutory instruments, bye-laws, orders, directives, treaties, decrees and laws (including any common law, judgment, demand, order or decision of any court, regulator or tribunal) anywhere in the world which relate to anti-slavery or servitude, anti-forced or compulsory labour and/or anti-human trafficking, including the Modern Slavery Act 2015

(b) “Company” means Honda Motor Europe Limited.

(d) “Data Protection Law” means all applicable laws relating to data protection, the processing of personal data and privacy, including without limitation:

i) the Data Protection Act 2018;

ii) the General Data Protection Regulation (EU) 2016/679 and UK GDPR; and

iii) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be amended from time to time).

(e) “Goods” means the goods described in the Order.

(f) “Honda Company” means any of (i) the Company, (ii) any holding company for the time being of the Company and (iii) any subsidiary for the time being of the Company or any such holding company (“holding company” and “subsidiary” shall have the meanings respectively given by Section 1159 of the Companies Act 2006).

(g) “Intellectual Property Rights” means any patents, rights to inventions, copyright, trade marks, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, whether registered or unregistered and including all applications for such rights, in any part of the world.

(h) “Order” means the purchase order issued by the Company to the Supplier.

(i) “Services” means the services described in the Order.

(j) “Specification” means the technical description (if any) of the Goods or Services set out or referred to in the Order.

(k) “Supplier” means the addressee specified in the Order.

2 ACCEPTANCE AND VARIATION OF CONDITIONS

(1) The Order is placed on these Terms and Conditions including, in instances where an Order includes Services, the Terms and Conditions of the Schedule (“Conditions”), unless the Company and the Supplier have agreed any other conditions which are stipulated or incorporated by (a) agreement or (b) in any course of dealing established between the Company and the Supplier (the "Overriding Conditions"), in which case the Overriding Conditions will take precedence over these Conditions to the extent of any conflict with these Conditions. If there are no Overriding Conditions, then subject to Clause 2(3) and 2(5), no modification of these Conditions shall be effective unless in writing and signed by or on behalf of both the Company and the Supplier. In the event of any conflict, the Schedule shall take precedence over the front end of these Conditions.

(2) An Order constitutes an offer by the Company to purchase Goods and/or Services subject to these Conditions. If the Supplier accepts the Order (whether verbally or in writing or by commencing performance) a Contract shall be entered into on these Conditions. Any counter-offer by the Supplier shall only be validly accepted if such acceptance is in writing and signed by a duly authorised representative of the Company.

(3) The Company shall be entitled to vary the quantity, quality or design of the Goods or Services to a reasonable extent after acceptance by the Supplier and the price and delivery shall be subject to such adjustment as is reasonable in consequence of such variation. Such variations must be in writing and signed on behalf of the Company.

(4) Any minimum item charge operated by the Supplier must be notified to the Company as soon as possible after receipt of the Order. The Company reserves the right to instruct the Supplier to supply the maximum quantity for any such minimum item charge.

(5) The price payable in respect of the Goods and/or Services shall be as stated in the Order unless otherwise agreed in writing by the Company.

(6) The Company relies on the expertise of the Supplier where the Company has sought its advice or recommendations.

3 DELIVERY

(1) The Goods (properly labelled and packed, and secured in such manner as to reach their destination in good condition) shall be delivered by and at the Supplier’s risk and expense to, and the Services shall be performed at, the place stated in the Order or such other place as may be agreed in writing by the parties.

(2) If so requested by the Supplier, the Company will return any re-usable packing materials to the Supplier at the Supplier’s risk and expense.

(3) Time is of the essence as to delivery of the Goods and performance of the Services. The Company reserves the right to cancel this Order or any part thereof without incurring any liability to the Supplier if the Goods are not delivered or the Services are not performed within the time specified in the Order.

On such cancellation the Company shall be entitled:

(a) to return to the Supplier at the Supplier’s risk and expense any Goods already delivered hereunder which cannot be effectively and commercially used;

(b) to request the Supplier to cease any Services which the Supplier has already started to perform hereunder which cannot be effectively and commercially used;

(d) to receive from the Supplier any additional expenditure reasonably incurred by the Company in obtaining other Goods and/or Services in replacement of those in respect of which the Contract has been terminated.

(4) Goods delivered in excess of the quantities specified in this Order may be accepted by the Company at its discretion, but if not so accepted will be returned by the Company at the Supplier’s risk and expense. Any storage charges in respect of the same will be the Supplier’s responsibility.

(5) The Company reserves the right not to accept delivery by consignments.

(6) All Goods delivered and Services performed shall be subject to the Company’s inspection and approval. Any Goods which the Company rejects as not conforming with the Order shall be returned at the Supplier’s risk and expense.

4 RISK AND OWNERSHIP

(1) Unless otherwise stated in the Order, the Goods shall be at the risk of the Supplier until delivery to the Company. The Supplier shall off-load the Goods at its own risk as directed by the Company.

(2) Ownership in the Goods shall pass to the Company on delivery without prejudice to any right of rejection which may accrue to the Company whether under these Conditions or under the general law.

5 PRICE AND PAYMENT

(1) Unless otherwise specified in the Order, the price shall be payable on or before the 30th day of the calendar month following the month in which the invoice is provided following delivery of Goods (in accordance with Clause 3) or performance of the Services is completed.

(2) No carriage charges or charges for packing, boxing, crating, barrels, cases, containers or other packaging shall be payable by the Company unless otherwise agreed in writing by the parties.

(3) Should the Supplier deliver Goods or perform the Services prior to the date agreed or specified by the Company, the Company reserves the right to delay payment until the due date under the Contract.

(4) Without prejudice to any other right or remedy, the Company reserves the right to set off any amount at any time owing to it by the Supplier against any amount payable by it to the Supplier under the Contract.

(5) If the Company fails to make a payment due to the Supplier by the due date for payment under a Contract, then the Company shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause will accrue each day at the lesser of 2% a year above the Bank of England’s base rate from time to time and the default late payment interest applied at law.

6 WARRANTY

(1) The Supplier warrants to the Company that it has good and sufficient title to the Goods.

(2) The Supplier warrants to the Company that the Goods and/or Services shall:

(a) conform with the quality, quantity, description and other particulars stated in the Order and the Specification;

(b) conform with all drawings, descriptions and specifications provided by the Company to the Supplier, and with all samples and supplies previously approved by the Company;

(d) be of satisfactory quality and fit for any intended uses expressly or impliedly made known to the Supplier;

(e) be free from all defects in materials, workmanship and installation for the period stated in the Order or Specification (or, if no such period is stated, for 24 months from the date of delivery (in the case of Goods) or the date on which performance is completed (in the case of Services));

(f) conform with the standards and regulations of any government body or other regulatory body specified in the Order or the Specification; and

(g) comply with all applicable legislation for the time being in force within any relevant state of jurisdiction notified by the Company to the Supplier.

(3) The Supplier further warrants to the Company that the Services shall be performed using all reasonable skill, care and diligence.

(4) Without prejudice to Clause 6(2) the Supplier warrants that the safety of the Goods shall be such as persons generally are entitled to expect and that the Goods shall in all respects conform with such relevant regulations as may have been made pursuant to the Consumer Protection Act 1987 at the time of delivery (whether or not such regulations are then in operation).

(5) Without prejudice to Clause 6(4) the Supplier shall ensure that the Goods are correctly labelled in accordance with all relevant safety standards, regulations and/or requirements applicable to the Goods.

(6) The Supplier shall supply full and adequate instructions in relation to the assembly, fitting and/or use of the Goods so as to ensure that the Goods are, so far as possible, safe and without risk to the health of any person when in use.

(7) All Goods shall be subject to the Company’s inspection and approval to be made within a reasonable time after delivery of the Goods or performance of the Services. If the Goods or Services do not conform in all respects with the Contract, the Company shall be entitled to:

(a) reject the Goods or Services even if it has already paid of the Goods or Services. Any rejected Goods shall be held at the Supplier’s risk and returnable at the Supplier’s expense;

(b) arrange for the non-conforming Goods or Services to be repaired, replaced or re-performed as soon as reasonably practicable and in any event within fourteen (14) days so that they meet the above requirements and debit the Supplier with the cost to the Company of the necessary work.

(8) The provisions in this Clause 6 shall survive any delivery, inspection, acceptance, payment or performance pursuant to the Contract and shall extend to any replacement, repaired, substitute or remedial Goods or Services provided by the Supplier.

7 INSPECTION, TESTING AND CERTIFICATION

(1) Before despatching the Goods, the Supplier shall carefully inspect or test them for compliance with the Specification and any relevant safety standards, regulations and/or requirements applicable to the Goods and on request supply a copy of the test sheet certified by the Supplier to be a true copy.

(2) The Supplier shall on request provide all reasonable facilities to enable the Company or persons authorised by the Company to inspect or test the Goods during or on completion of manufacture.

(3) If it is found either during inspection or test that the Goods do not comply with the Company’s requirements, the Company shall inform the Supplier accordingly and the Supplier shall take such steps as may be necessary to ensure such compliance.

8 SUPPLIER’S INDUSTRIAL PROPERTY

(1) The Supplier warrants that the sale or use of the Goods and/or Services will not infringe any third party’s Intellectual Property Rights. The Supplier shall at all times indemnify and keep the Company indemnified from and against all direct, indirect and consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), claims, losses, costs and expenses (including legal and other professional fees and expenses) resulting from any actual or alleged infringement of any third party’s Intellectual Property Rights arising out of the sale or use of the Goods and/or Services.

(2) In the event of any such action or claim being brought against the Company, the Company shall promptly notify the Supplier and the Supplier shall fully cooperate with and actively assist the Company in defending the same.

9 COMPANY’S INDUSTRIAL PROPERTY

(1) All patterns, moulds, jigs, tools, fixtures, samples, materials and all plans, designs, drawings and other documents sent by the Company to the Supplier in connection with the manufacture of goods ordered shall remain the property of the Company and shall be kept confidential and used solely for the provision of the Goods and/or Services. The Supplier shall at its own expense take out and secure the continuance of an all-risk insurance policy in respect of all such items provided by the Company.

(2) The Order is placed on the understanding that all Intellectual Property Rights:

(a) in any Goods manufactured specially for the Company;

(b) arising in the performance of the Services; and

(c) in any improvements or developments to the Goods which the Supplier may make or suggest, belong to the Company. The Supplier shall not supply such Goods manufactured specially for the Company to third parties, or otherwise use such Intellectual Property Rights, without prior written consent of the Company.

10 CONFIDENTIAL INFORMATION

The Supplier, including (without limitation) its employees, directors, contractors etc., shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Supplier by the Company or its agents, and any other confidential information concerning the Company’s business or its products which the Supplier may obtain. The Supplier shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging the Supplier’s obligations to the customer.

11 FORCE MAJEURE

The Company may defer the date of delivery of the Goods or performance of the Services or the date for payment or cancel the Order or any uncompleted part thereof without incurring any liability to the Supplier if the Company’s requirements for the Goods or Services ceases for the time being or the Company’s business is disrupted due to fires, strikes, lock-outs, or other industrial action, any acts or restraints imposed by any government or public authority, war, the outbreak of hostilities of any kind or any other matter outside of the Company’s control.

12 INDEMNITY

The Supplier shall at all times fully indemnify and keep indemnified the Company and any Honda Company from and against direct, indirect and consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), claims, losses, costs and expenses (including legal and other professional fees and expenses), and whether in circumstances involving negligence on the part of the Supplier or its servants or agents or otherwise, arising out of or in connection with the Goods and/or Services or any breach by the Supplier of any of these Conditions. Without prejudice to its generality, the foregoing indemnity shall extend to cover:

(a) any failure or delay in delivery of the Goods;

(b) any defect in the Goods or their design or manufacture;

(d) any claim made against any Honda Company under the terms of such Honda Company’s Service and Guarantee Booklet which is attributable (directly or indirectly) to a defect in the Goods or their design or manufacture or to a defect in the Services.

13 INSURANCE

The Supplier undertakes that it will take out and maintain in full force and effect for 6 years after expiry or termination of the Contract product liability insurance and where appropriate professional indemnity insurance in such amount, on such terms and with such insurers as may be specified by the Company or are otherwise reasonably acceptable to the Company and that it will, at the Company’s request, produce evidence of such policy and payment of the premiums thereunder for inspection by the Company.

14 TERMINATION BY THE COMPANY

(1) Without prejudice to any other rights the Company may have, the Company may terminate the Contract if:

(a) the Supplier commits any continuing or material breach of any of these Conditions and, in the case of such a breach which is capable of remedy, fails to remedy the same within 14 days after receipt of a written notice by the Company giving full particulars of the breach and requiring it to be remedied;

(b) an encumbrancer takes possession or a receiver (or similar office holder) is appointed over any of the Supplier’s property or assets;

(c) the Supplier (being a company) makes any voluntary (or similar) arrangement with its creditors, or has an administrator appointed, or is subject to insolvency proceedings in any jurisdiction, or goes into liquidation;

(d) the Supplier (being an individual or partnership) makes any composition or arrangement with his or their creditors, or has a receiving order made or a bankruptcy petition presented against him or them; or

(e) the Supplier ceases, or threatens to cease, to carry on business.

(2) On termination of the Contract:

(a) the Supplier shall return all of the Company’s property and, if it fails to do so, the Company may enter the Supplier’s premises and take possession of the same. Until the property has been returned, the Supplier shall be solely responsible for its safekeeping and will not use it for any purpose. In the event of bankruptcy or insolvency, the Supplier undertakes to notify the competent authorities of the Company’s property;

(b) the accrued rights, remedies, obligations and liabilities of the parties shall not be affected, including the right to claim damages in respect of any breach which existed at or before the date of termination; and

15 ADVERTISEMENT

The Supplier shall not, without previous written consent of the Company, advertise or publicly announce that it supplies Goods or Services to the Company.

16 LIMITATION OF LIABILITY

(1) Nothing in these Conditions shall limit or exclude the Company’s liability for death or personal injury caused by its negligence or fraud or fraudulent misrepresentation.

(2) Subject to Clause 16(1):

(a) the Company shall not be liable to the Supplier, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or contracts, or for any indirect or consequential loss whether arising from negligence, breach of contract or otherwise; and

(b) the Company’s total liability to the Supplier in respect of all other losses arising under or in connection with the Contract shall not exceed the price payable under the Contract.

17 ANTI-BRIBERY COMPLIANCE

(1) The Supplier shall comply with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption including the Bribery Act 2010 and shall have in place and maintain its own policies and procedures (including adequate procedures as referred to in the Bribery Act 2010) to ensure compliance with the same and enforce them where appropriate.

(2) The Supplier shall ensure that any supplier it engages in connection with the Contract is bound by terms equivalent to those imposed on the Supplier in this Clause 17. The Supplier shall be responsible for the observance and performance by such persons of such terms and shall be directly liable to the Company for any breach by such persons of such terms.

(3) The Supplier shall promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of the Contract.

(4) Breach of this Clause 17 shall be deemed a material breach, which is irredeemable, under Clause 14(1)(a).

18 ANTI-SLAVERY COMPLIANCE

(1) The Supplier will not engage in any practice that amounts to:

(a) slavery or servitude (each as construed in accordance with Article 4 of the Convention for the Protection of Human Rights and Fundamental Freedoms of 4 November 1950, as amended);

(b) forced or compulsory labour (as defined by the International Labour Organisation’s Forced Labour Convention 1930 (No. 29) and Protocol);

(d) arranging or facilitating the travel of another person with a view to that person being exploited.

(2) The Supplier will, and will procure that its officers, employees, agents, sub-contractors and any other persons who perform services for or on behalf of it in connection with these Conditions will:

(a) comply with all applicable Anti-Slavery Laws;

(b) not do or omit to do any act or thing which constitutes or may constitute an offence under any Anti-Slavery Law;

(c) not knowingly employ or engage in any practices which constitutes or may constitute an offence under any Anti-Slavery Law;

(d) not commit any act or omission which causes or could cause the Company to breach, or commit an offence under, any Anti-Slavery Law;

(e) comply with the Company’s anti-slavery policy and/or code of conduct as notified to the Supplier and updated from time to time; and

(f) promptly notify the Company of any breach of this Clause 18.

(3) Breach of this Clause 18 shall be deemed a material breach, which is irredeemable under Clause 14(1)(a).

19 FINANCIAL CRIME LAWS

(1) The Supplier shall:

(a) not engage in any activity, practice or conduct which would constitute either:

a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017;

a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017; or

a tax evasion facilitation or similar offence under other laws applicable to the Supplier (including any applicable European Union legislation).

(b) promptly report to the Company any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017 and/or pursuant to any other laws applicable to the Supplier (including any applicable European Union legislation), in connection with the performance of the Contract; and

(c) ensure that all persons associated with the Supplier or other persons who are performing services or providing goods in connection with the Contract comply with this Clause 19.

(2) Failure to comply with Clause 19(1) may result in the immediate termination of the Contract.

20 DATA PROTECTION

(1) In performing the Services and its other obligations under the Contract, the Supplier will comply with all applicable Data Protection Law.

(2) The Supplier will not cause any Honda Company to breach any obligation under any Data Protection Law, and shall indemnify the Company against all cost, losses, fines and legal expenses incurred as a result of any such breach.

(3) The Supplier will notify the Company without undue delay if, in the performance of the Services, it identifies any areas of actual or potential non-compliance with any Data Protection Law or this Clause 20.

(4) Any breach of this Clause 20 by the Supplier will be a material breach of the Contract, which is irredeemable under Clause 14(1)(a).

21 LAW

(1) These Conditions and all Contracts made hereunder shall be governed by and construed in accordance with the laws of England and Wales, and subject to Clause 21(2), the Supplier submits to the exclusive jurisdiction of the courts of England and Wales.

(2) The parties shall use their best endeavours, acting reasonably and in good faith, to resolve any and all dispute arising out of or in connection with these Conditions amicably.

22 GENERAL

(1) Nothing contained in these Conditions authorises the Supplier to enter into any contractual arrangement in the name of or on behalf of the Company nor is intended nor deemed to constitute a partnership or joint venture of any kind between the parties.

(2) The Supplier shall not, without the Company’s prior written consent assign, transfer, charge, subcontract or deal in any other manner with any of the Company’s rights or obligations under these Conditions.

(3) These Conditions shall not be enforceable by a person who is not a party to them under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

(4) No waiver by the Company of any breach of these Conditions by the Supplier shall be considered as a waiver of any subsequent breach of the same or any other provisions.

(5) If any provision of these Conditions is declared by any judicial or any other competent authority to be void, voidable, illegal or otherwise unenforceable then that provision shall be limited or eliminated to the minimum extent necessary so these Conditions shall otherwise remain in full force and effect and enforceable.

(6) The Conditions and Order together constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(7) Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.

SCHEDULE

Where an Order includes any Services, the provisions of this Schedule will also apply. In such circumstances, the provisions in the Conditions relating to Goods shall also apply to Deliverables, where “Deliverables” means documents, product, goods, and materials developed or provide by the Supplier or its agents, contractors, and employees as part of or in relation to the Services in any form including any deliverables specified in the Order.

1 Payment

Notwithstanding Clause 5(1) above, the Supplier may invoice the Company for the Services on or after completion of performance of the Services or, if later, the completion of the Acceptance Conditions (defined in Paragraph 3(2) below).

2 Performance

(1) The Services shall be performed by the Supplier on the date(s) specified in the Order, including any performance dates and milestone dates. Where no performance dates are specified, the Services shall be performed within a reasonable time.

(2) The Supplier shall:

a. co-operate with the Company in all matters relating to the Services;

b. co-operate with any third party supplier to the Company, to the extent reasonably necessary to enable delivery of the Services;

c. use personnel who are suitably skilled, experienced, and qualified to perform tasks assigned to the Supplier, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract;

d. comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Services;

e. unless agreed otherwise, provide equipment, tools, vehicles, and such other items as are required to provide the Services;

f. ensure that performance of the Services in accordance with the Contract will satisfy all of the Company’s requirements communicated to the Supplier;

g. not omit to do anything which may cause the Company to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business; and

h. not do anything and ensure that its employees, contractors and authorised representatives do not do anything which could bring the Company’s reputation or brand into disrepute.

(3) The Services shall be deemed performed on confirmation of completion of the Acceptance Conditions by the Company.

(4) The Services shall not be performed in instalments unless otherwise agreed in writing by the Company.

(5) In addition to the rights granted to the Company under Clause 3(3), if the Supplier fails to perform any of the Services by the date specified in the Order, the Company shall (without prejudice to its other rights and remedies) be entitled at the Company’s sole discretion:

a. to terminate the Contract in whole or in part;

b. to purchase the same or similar Services from another supplier;

c. to refuse to accept the performance of any more Services under the Contract;

d. to recover from the Supplier all costs and losses resulting to the Company from the failure in performance, including the amount by which the price payable by the Company to acquire those Services from another Supplier exceeds the price payable under the Contract and any loss of profit; and

e. all or any of the foregoing.

(6) Where Services are supplied and the Company has cancelled an Order in whole or in part, either under Clause 3(3) or in accordance with Paragraph 2(6) above, the Company shall pay to the Supplier all amounts reasonably incurred in respect of the Services agreed between the parties, provided that the Supplier has used all reasonable endeavours to mitigate any such amounts incurred.

3 Acceptance, rejection and inspection

(1) In addition to the provisions of Clause 3(6), the Company shall not have accepted, or be deemed to have accepted, the Services until the Acceptance Conditions are fulfilled and the Company has notified confirmation of such to the Supplier in writing.

(2) The ‘Acceptance Conditions’ are that:

a. the Services have been performed at the place set out in the Order in accordance with Clause 3(1);

b. the Company has notified the Supplier in writing that the Services have been performed in full compliance with the Contract including this Paragraph 3.

(3) The Company shall be entitled to reject any Services which are not in full compliance with the Contract including this Paragraph 3. Any acceptance of defective, late or incomplete Services or any payment made in respect thereof, shall not constitute a waiver of any of the Company’s rights and remedies, including its right to reject.

(4) The Company may inspect and test the Services at any time, and the Supplier shall provide the Company with access to and use of all facilities reasonably required.

(5) Any inspection or testing of the Services shall not be deemed to be acceptance of the Services or a waiver of any of the Company’s other rights and remedies, including its right to reject.

4 Warranty

(1) In addition to the warranties provided in Clause 6, the Supplier warrants and represents that it shall:

c. perform the Services in accordance with the exercise of the that degree of skill, diligence, prudence, foresight and operating practice which, at the relevant time, would reasonably and ordinarily be expected from a skilled and experienced person engaged in the same or a similar business as the Supplier and the terms of the Contract;

d. have all consents, licences and authorisations necessary to perform the Services;

e. ensure the Contract is executed by a duly authorised signatory on behalf of Supplier;

f. provide high quality Documentation for the Services where “Documentation” means descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Services;

g. observe, and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Company’s premises including the place for Services to be performed under the Order;

h. ensure that its personnel use reasonable skill and care in the performance of the Services and that sufficient personnel with suitable experience, seniority, and qualifications will be allocated to perform the Services;

i. keep the Company fully informed of all activities concerning the Services and provide the Company with activity reports on request; and

j. conduct such tests, including pre-delivery and post-delivery acceptance tests and inspections, in relation to the Services prior to delivery or performance as the Company may require at its sole discretion.

(2) The Supplier agrees that the approval by the Company of any design or Specification provided by the Supplier shall not relieve the Supplier of any of its obligations under this Paragraph 4.

(3) The Supplier warrants that it understands the Company’s business and needs.

(4) The Company’s rights under these Conditions are in addition to, and do not exclude or modify, the rights and conditions contained in Supply of Goods and Services Act 1982, s 12 to 16.

(5) The Company shall be entitled to exercise its rights under Clause 6 and this Paragraph 4 regardless of whether the Services have been accepted under the Acceptance Conditions and notwithstanding that the Services were not rejected following their initial inspection under Paragraph 3(3).

(6) The provisions of the Contract shall apply to any Services that are remedied or re-performed with effect from acceptance of the remedied or re-performed Services.

5 Intellectual property rights

(1) In addition to the provisions in Clause 9, this Paragraph 5 shall apply in respect of Intellectual Property Rights. In this Paragraph 5:-

a. “Company Background IPRs” means all Intellectual Property Rights in the Company Materials and the Company Trademarks.

b. “Company Materials” means all data (including personal data) passed to the Supplier by the Company or any Honda Company and/or generated by the Supplier in the course of providing Services under the Contract.

c. “Company Trademarks” means trade mark of the Company or any Honda Company (whether registered or unregistered) provided by the Company for use in connection with the Services.

d. “Foreground IPRs” means all Intellectual Property Rights in the Deliverables, other than the Supplier Background IPR.

e. “Supplier Background IPRs” means all Intellectual Property Rights that are owned by or licenced to the Supplier and which are or have been developed independently of the Contract (whether prior to the Order date or otherwise) in each case, subject to Paragraph 5(5), either subsisting in any Deliverables or otherwise necessary or desirable to enable the Company to receive the Services.

f. “Third Party Materials” means any materials which is supplied by the Supplier and subject to Paragraph 5(6), is incorporated into the Deliverables.

(2) The Supplier and its licensors shall retain ownership of all the Supplier Background IPRs.

(3) The Company and its licensors shall retain ownership of all Company Background IPRs.

(4) The Company shall own all Foreground IPRs.

(5) The Supplier will not incorporate any Supplier Background IPRs into the Deliverables without the Company’s prior written approval (and the Supplier's request for such prior written approval must make specific reference to the fact that the relevant materials will be retained in the ownership of the Supplier). To the extent that the Company provides its prior written approval to the incorporation of Supplier Background IPRs into the Deliverables, the Supplier grants to the Company and each Honda Company a royalty free, perpetual, irrevocable, transferable and sub-licensable, worldwide, non-exclusive licence to use such Supplier Background IPRs to allow the Company to receive or use the Services and the Deliverables.

(6) The Supplier will not use any Third Party Materials in the Deliverables without the Company’s prior written approval (and the Supplier's request for such prior written approval must identify the Third Party Materials and make specific reference to the fact that the Third Party Materials will be retained in the ownership of the third party). The Supplier will confirm to the Company full details of any licence terms relating to Third Party Materials but will use its best endeavours to procure that such third party will provide the Company with a perpetual, fully paid-up, worldwide, non-exclusive, royalty-free licence to use such Third Party Materials to allow the Company to receive or use the Services and the Deliverables.

(7) Except for Third Party Materials and Supplier Background IPRs incorporated into the Deliverables with the Company’s prior written approval under Paragraphs 5(5) and 5(6) respectively, the Supplier shall assign to the Company, with full title guarantee and free from all third party rights, the Foreground IPRs created under the Contract, together with the right to sue for and recover damages or other relief in respect of infringement of such Foreground IPRs.

(8) The Supplier shall, promptly at the Company’s request, do (or procure the doing of) all such further acts and things and execute (or procure the execution of) all such other documents as the Company may from time to time require for the purpose of securing for the Company the full benefit of the Services and Deliverables, including all rights, title and interest in and to the Foreground IPRs created, developed or acquired under the Contract or incorporated into the Deliverables.

(9) The Supplier shall obtain waivers of any moral rights in any Deliverables which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provision in any jurisdiction. Such waivers shall be in favour of the Company and its licensees, sub-licensees, assignees and successors in title to the Deliverables.

(10) Where applicable and reasonably necessary to provide the Services to the Company, the Company grants to the Supplier a non-exclusive, royalty-free, non-transferable limited licence to use, copy and modify the Foreground IPRs and Company Background IPRs for the term of the Contract, provided that any such use, copying or modifications are only made:

a. in accordance with such guidelines as the Company may provide to the Supplier and as such may be amended from time to time; and

b. with the express written consent of the Company.

(11) The Supplier warrants that the receipt and use of the Services and the Deliverables by the Company and its licensees and sub-licensees shall not infringe the rights, including any Intellectual Property Rights, of any third party.

(12) The Company shall have the conduct of all proceedings relating to the Foreground IPRs and Company Background IPRs and shall in its sole discretion decide what action if any to take in respect of any infringement or alleged infringement thereof.

(13) The Supplier acknowledges and agrees that it shall not acquire any rights to any and all Intellectual Property Rights of the Company unless otherwise expressly provided in the Contract.

(14) All Company Materials are (and shall remain at all times) the exclusive property of the Company.

(15) The Supplier shall indemnify, and keep indemnified, the Company and all Honda Companies from and against any losses, damages, liability, costs (including legal fees) and expenses which the any Honda Company may suffer or incur directly or indirectly from as a result of any:

a. alleged or actual infringement by the Supplier of a third party’s Intellectual Property Rights or other rights in connection with the supply or performance of the Services under the Contract (“IPR Claim”);

b. claim made against the Company or any Honda Company in respect of any losses, damages, liability, costs and expenses sustained by the employees or agents or any customer of the any Honda Company or any third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Services or from a direct or indirect breach or negligent performance or failure or delay in performance of the Contract by the Supplier;

c. defects in materials, quality, workmanship or performance of the Services.

(16) If any IPR Claim is made or is reasonably likely to be made against the Company, the Supplier shall promptly and at its own expense either:

a. procure for the Company the right to continue using and possessing the relevant Intellectual Property Rights; or

b. modify or replace the infringing part of the Intellectual Property Rights and without adversely affecting the functionality of the Intellectual Property Rights as set out in the Contract so as to avoid the infringement or alleged infringement,

provided that if, having used reasonable endeavours, neither of the above can be accomplished on reasonable terms, the Supplier shall (without prejudice to the indemnity above) refund the price paid by the Company in respect of the affected Intellectual Property Rights.

6 Data protection

(1) In addition to the provisions in Clause 20, this Paragraph 6 shall apply too the parties in respect of any Personal Data. In this Paragraph: “Personal Data”, “Controller”, “Data Subject”, “Process”, and “Processing” shall have the meanings given under Data Protection Law; and “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed.

(2) Each party acknowledges that each party (the “Data Discloser”) may regularly disclose to the other party (the “Data Recipient”) staff contact names, ad hoc customer details, work email addresses, and work telephone numbers (“contact details”) in order to provide or receive the Services and to manage the relationship created by the Contract (“Agreed Purpose”).

(3) Each party shall disclose and receive the contact details as a Controller and shall comply with all the obligations imposed on a Controller under the Data Protection Laws.

(4) The Data Recipient warrants to the Data Discloser that it will:

a. only Process contact details for the Agreed Purpose;

b. not Process contact details in a manner that causes or is likely to cause the Data Discloser to be in breach of the Data Protection Laws;

c. not disclose or transfer contact details to a third party located outside of the UK and/or EEA unless it complies with the provisions of the Data Protection Laws;

d. have in place appropriate technical and organisational security measures in order to prevent unauthorised or unlawful Processing or accidental loss of contact details; and

e. notify the Data Discloser (in the case of notices to the Company, notification shall be made by email to GDPR@honda-eu.com as well as any other contact for notices set out in the Order) of any Data Security Incident which may affect contact details as soon as reasonably practicable where “Data Security Incident” means a Personal Data Breach and/or any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed.

(5) The parties acknowledge and agree that they shall each have responsibility, as Controller, for any Data Subject Requests they receive in relation to contact details but, in addition, the parties shall provide reasonable assistance and co-operation to the other party as it may deem necessary to enable it to comply with any such Data Subject Requests. In this Paragraph 6(5), “Data Subject Requests” mean an actual or purported request or notice or complaint from (or on behalf of) a Data Subject exercising his/her rights under the Data Protection Laws.

(6) To the extent that any Personal Data other than the contact details is Processed under the Contract, the parties shall enter into such data processing arrangements as shall comply with the Data Protection Laws.

7 Termination

(1) In addition to the provisions in Clause 14(2) of the Conditions, the following provisions shall apply on termination of the Contract:

a. the Supplier shall immediately deliver to the Company all Deliverables whether or not then complete, and return all Company Materials. If the Supplier fails to do so, then the Company may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract; and

b. the Supplier shall, if so requested by the Company, provide all assistance reasonably required by the Company to facilitate the smooth transition of the Services to the Company or any replacement supplier appointed by the Company.