Severn Trent Services Defence Limited purchase order terms and conditions

“Agreement” shall mean any framework agreement or term contract between the Supplier and the Purchaser;

“Conditions” shall mean these conditions of contract reference: Issue 1.0 – September 2012, which shall, unless otherwise stated in the Purchase Order, govern the
Contract to the entire exclusion of all other terms and conditions;

"Contract" means the Purchase Order together with (i) the Conditions and (ii) any documents referred to in the Purchase Order for the supply of the Goods, performance of the Services and/or execution of the Works (as applicable).

The Purchase Order and Conditions shall represent the entire agreement between the Supplier and the Purchaser as to the terms upon which the Goods, Services and/or Works shall be supplied, performed and/or executed.

Any other terms whether written or verbal (including without limitation any terms & conditions contained in the Supplier's order forms, tender, printed conditions or correspondence or delivery notes) are hereby excluded save where expressly specified in the Purchase Order.

Should there be any inconsistency between the documents comprising the Contract they shall have precedence in the order listed in this definition;

"Goods" means all or part of materials, articles, supplies and goods to be supplied and delivered by the Supplier as specified in the Purchase Order;

“Purchase Order" " means the purchase order under which the Supplier shall supply Goods, provide Services or execute Works as the case may be as shown on the
reverse of these Conditions and any continuation sheets or attachments added thereto;

"Purchaser" shall mean Severn Trent Services Defence Limited of registered office Severn Trent Centre, 2 St John’s Street, Coventry, CV1 2LZ (Company Number 5112092);

"Services" shall mean the various services contracted to be performed under the terms of any Purchase Order including any work of design assembly or erection necessarily required to be carried out in connection with the Goods to be supplied and/or Works to be executed;

“Site” shall mean the site or sites for the supply of Goods, performance of Services and/or execution of Works as set out in the Purchase Order;

"Supplier" shall mean the person named as such in the Purchase Order;

“Variation” shall mean any alteration, addition or deduction to or from the Works, Goods or Services or any deviation from the authorised specification and drawings in the Agreement and/or any Purchase Order which shall be in writing;

“Works” shall mean the various works, matters and things referred to in the Purchase Order which are to be executed and performed by the Supplier.

The Supplier shall comply with the time periods stated in the Agreement and/or the Purchase Order for the supply of Goods, performance of Services and/or the execution of Works, such time periods to be calculated from the date of any Purchase Order.

3.1 The Supplier shall find and provide all resources and equipment necessary for the due and proper manufacture of any Goods and the provision of any Services or the execution of any Works according to the true intent and meaning of the Agreement and/or the Contract.

3.2 The Supplier shall be deemed to have made himself fully aware of site conditions (including point of delivery for Goods) before the performance of the Contract.

If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any physical conditions (including subsurface conditions) or any other conditions, contingencies or other circumstances at the Site, the Purchaser shall not be liable for any costs, charges or other losses sustained or incurred by the Supplier that arise directly or indirectly from such prevention or delay.

3.3 The Supplier shall comply with the Purchaser’s anti‐bribery and anti‐corruption policy (the “Anti‐Corruption Policy”) that is available on request by the Supplier (and which the Supplier is deemed to have read) and the Supplier shall indemnify the Purchaser for breach of this Clause 3.3.

Any estimates of requirements under the Agreement and/or the Purchase Order given to the Supplier by the Purchaser shall be taken to be a reasonable estimate of the Purchaser’s requirements.

However the Purchaser does not warrant:

(i) the number (if any) of Purchase Orders which would result from the Agreement;

(ii) the total value of Purchase Orders (if any);

(iii) exclusivity in relation to the arrangements that are the subject of the Agreement and/or the Purchase Order.

5.1 All prices agreed for the Goods, Services and/or Works shall include the cost of all necessary works and processes required to ensure compliance with the terms of the Contract and shall be deemed to include the cost of packing, insurance, delivery and taxes (excluding VAT), import and export duties and costs and any other charges or costs.

5.2 The prices agreed by the Supplier shall be considered fixed for the duration of the Agreement and/or the Contract unless expressly agreed otherwise (including any authorised Variation unless the Purchase Order stipulates that the prices are subject to adjustment).

5.3 Any adjustment of prices shall be made in accordance with the provisions for price adjustment contained in the Agreement and/or the Purchase Order (if any);

5.4 Where any price increases are agreed pursuant to Clause 5.3, the prices within any existing Purchase Orders shall not be changed.

5.5 Where any price reductions are agreed pursuant to Clause 5.3, the Supplier and the Purchaser shall agree the date from when the adjusted prices shall become effective, and an amount shall be agreed to be paid by the Supplier to the Purchaser for any Goods, Works or Services to be supplied at the higher price in any existing Purchase Orders.

5.6 All prices shall be inclusive of supply and delivery to such locations as shall be notified to the Supplier by the Purchaser unless otherwise stated in the Agreement and/or the Purchase Order.

6.1 The Agreement and/or the Purchase Order and the Conditions shall be treated as confidential in every aspect and no extract therefrom shall be published or
disclosed by the Supplier without the written permission of the Purchaser.

6.2 The Supplier and its agents shall not use the name of the Purchaser for any advertising purposes without the express permission in writing of the Purchaser.

6.3 Where, as part of the Agreement and/or the Contract, personal information relating to any living individual is provided to the Supplier by the Purchaser the Supplier shall comply with any statutory provisions for data protection and shall indemnify the Purchaser against any action which may arise from a breach of any aforesaid statutory provision where such breach has occurred in consequence of any act of the Supplier in relation to the personal information which has not been expressly authorised by the Purchaser.

The Supplier shall take appropriate technical and organisational measures against the unauthorised or unlawful processing of personal data and against accidental loss or destruction
of or damage to personal data.

6.4 In particular where for the purposes of the Agreement and/or the Contract it is necessary for personal information (such as Customers' names and addresses) to be provided by the Purchaser to the Supplier such information shall be used only for the purposes of the Agreement and/or the Contract and the Supplier shall only disclose such information to other persons or organisations if it is necessary to do so in order to carry out the provisions of the Agreement and/or the Contract and if the Supplier ensures that such other persons or
organisations to whom the information may be disclosed adhere to the requirements of any statutory provisions for data protection and are subject to an undertaking similar to that embodied within this Clause. 

7.1 The Supplier shall enter into specific contracts for the provision of Goods, Works or Services as applicable with the Purchaser subject to the following:

(i) Where the Supplier enters into a specific contract with the Purchaser (on receipt a Purchase Order from the Purchaser) the conditions of contract shall be the Conditions unless stated otherwise on the face of the Purchase Order.

(ii) Where the Agreement contains specific amendments to the Conditions then those amendments shall be applied to each Purchase Order.

(iii) The Supplier shall on receipt of any Purchase Order given to him by the Purchaser promptly execute such Purchase Order in accordance with the terms of that Purchase Order and/or the Agreement.

7.2 No terms or conditions of sale proposed by the Supplier or printed on any of the Supplier's documentation shall form part of the Agreement and/or the Contract unless specifically agreed in writing by or as may be directed by the Purchaser.

7.3 The issuance by a duly authorised representative of the Purchaser of a completed Purchase Order shall be deemed to be an acceptance of the Supplier’s offer to supply the Goods, perform the Services and/or execute the Works.

The Contract is formed when either (i) the Purchase Order is signed by the Supplier or (ii) the Supplier commences supply of the Goods, performance of the Services and/or execution
of the Works.

8 If any Goods do not comply with any term of the Contract including quantity, quality or description or are not delivered in accordance with the delivery schedule or the Purchaser’s written instructions, the Purchaser may reject the Goods or any part of them.

9 In addition to and without prejudice to any other rights and remedies the Purchaser may have:

9.1 The Supplier shall upon being required to do so by the Purchaser make good by replacement or otherwise any defects in the Goods supplied, Services performed and/or Works executed which appear before expiry of the period of 12 months from delivery of the Goods and/or completion of performance of the Services and/or execution of the Works or within the Supplier's guarantee period whichever is the longer at the Supplier's sole cost.

The rights conferred upon the Purchaser by this Clause

9.1 are in addition to any other rights and remedies the Purchaser may have against the Supplier including, without limitation, the right to bring a claim against the Supplier after the expiry of the specified 12 month period for any breach of the Contract.

9.2 In the event of the Supplier’s failure to supply the Goods, perform the Services and/or execute the Works in accordance with the Contract the Purchaser may:

(i) terminate the Contract by notice in writing to that effect in respect of all or any part of the Goods, Services and/or Works not supplied, performed and/or executed prior to such cancellation and shall not be liable to make any payment whatsoever in connection with the Goods, Services and/or Works whether by way of compensation or loss of profit or otherwise; and/or

(ii) charge the Supplier or deduct by way of set off any additional costs reasonably incurred by the Purchaser including any cost in obtaining alternative goods, services, works, supplies and/or materials or incurred in connection with delays for which the Purchaser may be liable; and/or

(iii) take the supply, performance and/or execution of the Goods, Services and/or Works wholly or in part out of the Supplier's hands and re‐contract them to any other person; and/or

(iv) return the Goods and/or materials or any part thereof to the Supplier the cost of which shall be borne by the Supplier and the Purchaser shall be entitled to be repaid in full for any goods and/or materials returned; and/or

(v) permit the Supplier the opportunity to replace or repair at the Supplier’s expense any goods, services and/or works so that they comply with the terms of this Contract. The Supplier shall pay or allow to the Purchaser all additional costs and expenses incurred by the Purchaser by virtue of such replacement or repair.

9.3 The Purchaser may at any time upon giving 7 day’s notice to the Supplier terminate the supply, performance and/or execution of the Goods, Services and/or Works or any part thereof under this Contract, provided that if the termination is not by reason of the Supplier's default, the Purchaser shall pay the Supplier's reasonable costs and expenses directly attributable to such termination but in any event such costs and expenses shall not exceed the price or prices for the total goods, services and/or works supplied, performed and/or executed by the
Supplier and the Purchaser shall not be liable for any further costs, damages or expenses howsoever arising whether expressed or implied by the Contract or in law arising from such termination.

9.4 The Purchaser shall have the right forthwith to terminate this Contract immediately upon written notice to the Supplier without affecting any other claim, right or remedy of the Purchaser against the Supplier if:

(i) the Supplier commits a material breach of any of its obligations to the Purchaser under this Contract which cannot be remedied or which can be remedied and the Supplier fails to remedy within 30 days of a notice detailing the breach and requiring it to be remedied;

(ii) the Supplier, being a company, proposes or passes a resolution for its winding up (save for the purpose of a solvent reconstruction or amalgamation); is subject to an application to or order or notice issued by a court or other authority of competent jurisdiction for its winding up or striking off; enters administration or is the subject of an application for administration filed at any court or a notice of intention to appoint an administrator given by any person filed at any court; proposes, makes or is subject to, a company voluntary arrangement or a composition with its creditors generally, an application to a court of competent jurisdiction for protection from its creditors generally or a scheme of arrangement under Part 26 Companies Act 2006 (save in the latter case for the purpose of a solvent reconstruction or amalgamation); has a receiver or a provisional liquidator appointed over any of its assets, undertaking or income; ceases to trade; or is unable to pay its debts within the meaning of section 123 Insolvency Act 1986;

(iii) the Supplier, being an individual, proposes, makes or is subject to an individual voluntary arrangement or a composition with its creditors generally, or an application to a court of competent jurisdiction for protection from its creditors generally; is subject to a bankruptcy petition or has a bankruptcy order made against it; has a receiver appointed over any of its assets or income; and/or

(iv) the Supplier or any person acting on its behalf or associated with it commits an offence under the Bribery Act 2010 or breaches the Anti‐Corruption Policy.

10. Without prejudice to any other right or remedy expressed or implied by the Contract or in law the Purchaser may deduct from any monies due or which may be due to the Supplier whether under the Contract or any other contract with the Purchaser all cost, damages, loss or expense for which under the Contract the Supplier is liable to The Purchaser.

11.1 The copyright in and ownership of all drawings, reports, specifications, calculations and other documents provided by the Supplier in connection with Goods, Works or Services shall remain vested in the Supplier but the Purchaser, his servants or agents shall have a licence to use such drawings and other documents for all purposes and the Purchaser shall be entitled to make sufficient copies of such drawings or other documents for such use.

11.2 The copyright in and ownership of all drawings, reports, specifications, calculations and other documents developed by the Supplier and funded by the Purchaser under
the Agreement and/or the Contract in connection with Goods, Services and/or Works shall be vested in the Purchaser

11.3 The Supplier shall indemnify the Purchaser against any claim arising from any infringement or alleged infringement of any third party’s intellectual property rights in respect of any goods or services provided or works undertaken by the Supplier.

Any payments and royalties payable in respect of any third party’s intellectual property rights shall be included by the Supplier in his prices to supply Goods, provide Services or execute Works and shall be paid by him to those to whom they may be payable.

The Supplier shall furnish the Purchaser with such information as may be necessary in relation to the use, operation or maintenance of the Goods, Services and/or Works including, without limitation, instruction manuals, maintenance handbooks and drawings.

13.1 The Supplier shall comply with all relevant legislation concerning health and safety at work including but not limited to the Health and Safety at Work Act 1974 and in particular Section 6 thereof and the Construction (Design and Management) Regulations 2007.

13.2 The Supplier shall ensure that all its employees and persons within its control who enter upon the Site wear approved personal protective equipment at all times and comply with the Purchaser’s Health and Safety at Work Policy.

A copy of the said Policy can be inspected on request. Any person failing to comply with the Purchaser’s Health & Safety requirements may be refused entry or required to leave the Site.

During the continuance of the Agreement and/or the Contract the Supplier shall on receipt of any Variation given to him by the Purchaser promptly execute such Variation in accordance with the terms of the Agreement and/or the Contract and the Variation PROVIDED THAT such Variation shall first have been discussed and agreed with the Supplier.

15.1 The Purchaser shall at all times have full power to inspect or assess the Goods, Services and/or Works and shall be at liberty at all such times to reject any Goods, Services and/or Works which are not in conformity with the Agreement and/or the Contract or with samples submitted by the Supplier to the Purchaser for approval at the time of the offer to supply the Goods, Services and/or Works.

15.2 The Supplier shall carry out at its expense such tests as the Purchaser considers are reasonably necessary for ascertaining the quality of the Goods, Services and/or Works and to certify that the Goods, Services and/or Works have been tested and comply with the Agreement and/or the Contract.

16.1 The Supplier warrants that the Goods shall be in accordance with the description, quality and standard specified or referred to in the Contract and shall be of satisfactory quality (as defined in the Sale of Goods Act 1979) and fit for the purposes held out by the Supplier and/or the purposes made known (either expressly or impliedly) to the Supplier by the Purchaser.

The Supplier hereby acknowledges that the Purchaser will be relying upon the Supplier’s skill and judgement.

16.2 The Supplier warrants that in the performance of the Services and/or execution of the Works he has exercised and will exercise all the skill and care and diligence to be expected of an expertly qualified competent specialist experienced in supplying services and/or works of a similar size, scope and nature to the Services and/or Works and in the selection of the materials and components used in the manufacture of any goods, services and/or works.

16.3 In any event including the absence of any specification and unless otherwise stated the Goods shall be new, the best of their respective kind and comply with the appropriate current British Standard and or Codes of Practice (if any) and shall be to the reasonable satisfaction of the Purchaser.

16.4 In respect of the Services, the Supplier warrants that:

(i) any individuals working on behalf of the Supplier or the Supplier’s supply chain, who will personally perform or be under an obligation to personally perform an element of the Services, including without limitation, secondments and/or provision of personal resource, shall be employees who are employed under an employment contract where any income they receive is taxed in full under PAYE; and

(ii) the Supplier shall not operate as, contract or engage with, or provide the Services of any party operating via, an intermediary or personal services company as defined by IR35
legislation.

The Supplier will keep the Purchaser indemnified in full against any Losses arising in connection with a breach of clause 16.4.  

17.1 Time is of the essence in this Contract. The Goods shall be delivered to the Site and the Services and/or Works shall be performed and/or executed in accordance with the schedule referred to in the Agreement and/or the Purchase Order or where no such schedule is referred to in accordance with the written instructions of the Purchaser.

The Supplier shall pay or allow to the Purchaser any expenses, liabilities, losses and claims resulting from the Supplier’s failure to comply with this Clause

17.1. Unless otherwise stipulated in writing the cost of unloading shall be borne by the Supplier.

Containers and packing are to be supplied free of charge by the Supplier.

17.2 The written receipt of the Purchaser shall be the only evidence that delivery has been made provided that in the case of packaged goods and/or materials such receipt shall be in evidence of receipt of the package only and such receipt shall not constitute evidence that the Goods are in accordance with the Agreement and/or the Contract.

17.3 The said schedule referred to in Clause 17.1 shall be subject to revision by the Purchaser as may be reasonably necessary to suit the progress of the Works.

17.4  The property and risk in the Goods shall remain with the Supplier until the Goods are delivered to the Site in accordance with Clause 17.1.

Upon delivery the property and risk in the Goods shall pass to the Purchaser and where delivery is by instalments upon completion of delivery of each instalment.

The Supplier shall from time to time when so requested provide reasonable evidence that prior to such delivery the property in the Goods was vested in the Supplier.

17.5 The Supplier shall indemnify the Purchaser against any loss damage or breakage of the Goods prior to delivery to the Site.

17.6 Notwithstanding the provisions of Clause 17 hereto and without prejudice to any other right or remedy, the Purchaser shall have the right to reject any goods and/or materials found to be damaged or otherwise defective provided that the Purchaser notifies the Supplier as soon as reasonably practicable once such damage or defect becomes known to the Purchaser and the Purchaser can reasonably show that the damage and/or defect had been caused before or otherwise existed prior to completion of delivery.

18.1 The presentation of invoices or applications for payment shall be made when monies are due to be paid to the Supplier in accordance with the Agreement and/or the Purchase Order and (subject to the application of any retention stated in the Purchase Order) payment of the amount properly due to the Supplier pursuant to the invoice or application for payment shall then become due, and shall be paid by the Purchaser no later than the end of month following the month of the presentation of invoice or application for payment, which shall be the final date for payment.

18.2 Any retention monies held shall become due upon the times and dates as stated in the Purchase Order with the final date for payment being twenty eight days later.

18.3 If the Purchaser intends to pay less than the sum stated as due in the Supplier’s invoices or applications for payment the Purchaser shall not later than 5 days before the final date for payment give to the Supplier notice of that intention specifying both the sum that the Purchaser considers to be due to the Supplier at the date such notice is given and the basis on which that sum has been calculated.

18.4 If the Purchaser is so instructed by HM Revenue & Customs, the Purchaser shall deduct any statutory tax deduction for the time being in force from any amount otherwise due to the Supplier under the Agreement and/or the Contract.

19.1 The prices agreed shall be exclusive of VAT unless otherwise stated.

19.2 To the extent that the value added tax is properly chargeable on the supply of any Goods, Services and/or Works provided by the Supplier under the Contract, the Purchaser shall be due to pay such tax as an addition to payments otherwise due to the Supplier under the Contract.

19.3 The Supplier shall furnish a VAT invoice or authenticated receipt in accordance with the Purchaser's requirements.

19.4 If the Supplier fails to furnish to the Purchaser such VAT invoice or authenticated receipt in respect of a VAT payment made by the Purchaser to the Supplier, the Purchaser shall be entitled:

(i) to deduct from other monies due to the Supplier the amount of such VAT payment; and

(ii) to withhold all further VAT payments to the Supplier until such VAT invoice or authenticated receipt is so furnished.

20.1 The Supplier shall indemnify and keep indemnified the Purchaser against all direct losses and claims in respect of: ‐

(i) death of or injury to any person;

(ii) loss of or damage to any property;

(iii) any losses incurred by the Purchaser;

(iv) any claims actions costs damages expenses or demands by a third party which may arise out of the supply of the Goods, the performance of the Services and/or the execution of the Works and the remedying of any defects therein and against all claims demands proceedings damages costs charges and expenses whatsoever in respect thereof or in relation thereto

20.2 The indemnities referred to in this Clause shall not extend to any case where injury or damage arises through the negligence or default of the Purchaser its employees servants or agents.

20.3 The Supplier will enter into and maintain adequate policy or policies of insurance covering the following liabilities (as are appropriate to the Agreement and/or the Contract:

(i) Public Liability

(ii) Employers Liability

(iii) Product Liability

(iv) Professional Indemnity

(v) Contractors All Risks

(vi) Any other as stated in the Agreement and/or the Purchase Order

Such policies where required shall be unlimited in terms of the number of claims during the period of the Agreement and/or the Contract.

20.4 The insurance policy or policies and receipt for premiums shall be produced to the Purchaser upon request and in case of failure to do so the Purchaser shall be entitled to so insure and to deduct the amounts of the premiums from any sums due to the Supplier.

20.5 The Purchaser shall have no liability to the Supplier in contract, tort (including negligence or statutory duty) or misrepresentation, restitution or otherwise for:

(i) any loss of profit (direct, indirect or otherwise);

(ii) loss of revenue, loss of production or loss of business (in each case whether direct, indirect or otherwise);

(iii) loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct, indirect or otherwise);

(iv) loss of anticipated savings or loss of margin (in each case whether direct, indirect or otherwise);

(v) indirect, consequential or special loss; or

(vi) liability of the Supplier to third parties.

20.6 The Purchaser’s total aggregate liability in contract, tort (including negligence or breach of statutory duty) or misrepresentation, restitution or otherwise arising out of or otherwise in connection with the Contract or otherwise, shall in no event exceed the price set out in the Purchase Order.

20.7 Nothing in these Conditions shall operate to exclude or restrict the Supplier or the Purchaser’s liability (if any) to the other:

(i) for death or personal injury caused by its negligence (negligence being as defined in section (1) of the Unfair Contract Terms Act 1977);

(ii) for its fraud or fraudulent misrepresentation;

(iii) for breach of its obligations arising under section 2 Supply of Goods and Services Act 1982; or

(iv) for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.

21.1 The Supplier shall not assign the Agreement and/or the Contract or any part thereof or any benefit or interest thereunder without the written consent of the Purchaser provided that this shall not affect any right of the Supplier to assign either absolutely or by way of charge any monies due or to become due to him or which may become payable to him under the Agreement and/or the Contract.

21.2 Except where otherwise provided by the Agreement and/or the Contract the Supplier shall not subcontract the whole or any part of the Agreement and/or the Contract without the written consent of the Purchaser and such consent if given shall not relieve the Supplier from any liability or obligation under the Agreement and/or the Contract and he shall be responsible for the acts, defaults and neglects of any sub‐contractor his agents, servants or workmen as fully as if they were the acts, defaults or neglects of the Supplier his agents, servants or workmen.

21.3 The Purchaser may on giving written notice to the Supplier assign the benefit of the Contract.

Unless otherwise agreed in writing all tools, patterns, drawings, artwork and other documents or equipment supplied by the Purchaser or made specifically at the Purchaser's expense shall remain or become the property of the Purchaser and on completion, cancellation or termination of the Agreement and/or the Contract shall be delivered by the Supplier to the Purchaser.

The Supplier shall remove from the Site at the Supplier’s cost all waste/surplus created by the supply of the Goods, the provision of the Services and/or the execution of Works.

The rights of the parties shall not be prejudiced by any forbearance extended by either party to the other and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach.

25.1 The Contract and any non‐contractual obligations arising out of or in connection with it shall be subject to English Law. Any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which rules are deemed to be incorporated into the Contract.

25.2 If the Housing Grants Construction and Regeneration Act 1996 applies to the Contract, the parties may refer any dispute or difference to adjudication where the adjudicator shall be nominated by the Chairman of the Technology and Construction Solicitors’ Association (TeCSA).

26.1 Any undertaking which is a group undertaking in relation to the Purchaser shall be entitled to enforce the provisions of the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

26.2 Subject to Clause 26.1, the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract and nothing in the Contract confers or purports to confer on any third party other than the Purchaser as defined herein and any undertaking or group undertaking, any benefit or any right to enforce any term of the Contract.

26.3 For the purposes of this Clause 26 the expressions “undertaking” and “group undertaking” shall have the meanings given in Section 1161 of the Companies Act 2006.

27.1 Force majeure shall mean any cause preventing either party from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the party so prevented including without limitation, act of God, war, terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, fire, flood, epidemic or storm.

27.2 If either party is prevented or delayed in the performance of any of its obligations under the Agreement and/or the Contract by force majeure, that party shall forthwith serve notice in writing on the other party specifying the nature and extent of the circumstances giving rise to force majeure, and shall subject to service of such notice and to this Clause and acceptance in writing by the receiving party that the event giving rise to the notice is a force majeure event have no liability in respect of the performance of such of its obligations as are prevented by the force majeure events during the continuation of such events, and for such time after they cease as is necessary for that party, using all reasonable endeavours, to recommence its affected operations in order for it to perform its obligations.

27.3 If either party is prevented from performance of its obligations for a continuous period in excess of one month, the other party may terminate the Agreement and/or the Contract forthwith on service of written notice upon the party so prevented, in which case neither party shall have any liability to the other except that rights and liabilities which accrued prior to such termination shall continue to subsist.

27.4 The party claiming to be prevented or delayed in the performance of any of its obligations under the Agreement and/or the Contract by reason of force majeure shall take all steps as are necessary to bring the force majeure event to a close or to find a solution by which the Agreement and/or the Contract may be performed despite the continuance of the force majeure event.

Severn Trent Services Defence Limited - Registered in England & Wales No. 5112092 Registered Office: Severn Trent Centre, 2 St John's Street, Coventy.