GES EMEA Policy Documents

Terms and Conditions of Purchase

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Terms and Conditions of Purchase Page 10 of 18 March 2021 8.3 Your business will be treated for this purpose as having failed if: 8.3.1 you make any voluntary arrangement with your creditors; 8.3.2 (being an individual or firm) you become bankrupt; 8.3.3 (being a company) you become subject to an administration order or go into liquidation; 8.3.4 any third party takes possession of, or enforces rights over, any of your property or assets under any form of security ; 8.3.5 you stop or threaten to stop carrying on business; 8.3.6 you suffer any process equivalent to any of these, in any jurisdiction; or 8.3.7 we reasonably believe that any of the events mentioned above is about to occur and we notify you accordingly. 8.4 Any right of cancellation or suspension under this section is additional to any rights available to us under the law of any relevant jurisdiction. 8.5 Without prejudice to any rights which have accrued the Contract, or any of its rights or remedies, we may terminate the Contract for any reason or no reason by not giving less than 30 days' notice in writing to you. 9 Data protection Where you process any Company Personal Data (defined in Schedule 2), you agree to comply with the terms of Schedule 2. 10 Enforcement 10.1 You will keep strictly confidential all information which you learn about us or our customers, and use that information only for the performance, in good faith, of your contractual obligations to us. By way of illustration only, you may not use such information to help our competitors, poach our staff or disparage our reputation. This restriction will apply until the fifth anniversary of the contract expiry date, and does not apply to information which was demonstrably public knowledge at the time of usage by you. 10.2 Our relationship is as independent contractors only, not as partners or as principal and agent. The contract is non-assignable by you. It is assignable by us only to a group company that is a company in the same ultimate beneficial ownership. You may sub- contract or delegate Performance in particular respects but not generally and not as regards your responsibility to us, nor your direct contact with us, in any respect. 10.3 You will procure that none of your associates behaves in a way which, had the behaviour been yours, would have breached the contract. We hold the contract on trust for ourselves and all associates of ours, and the contract is made for the benefit of all of them so that you will be liable for damage caused to our associates as well as ourselves. Our respective associates for this purpose are any affiliate or parent company or ultimate controlling shareholder and any company owned by either. A current list of our affiliate companies, which may be changed from time to time, are in Schedule One. 10.4 No waiver by us of any breach of contract by you will be considered as a waiver of any subsequent breach of the same or any other provision, or as a release of the provision

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