Guidance

CC4 conditions of contracts for goods and services

Updated 29 April 2024

CC4 CONDITIONS OF CONTRACTS FOR GOODS AND SERVICES

Number	Clause
1.	Definitions
2.	Duty of care and performance
3.	Delivery, labelling and packaging
4.	Inspection of goods before delivery
5.	Dounreay’s remedies
6.	Risk and acceptance
7.	Payment
8.	Warranty
9.	Hazardous goods
10.	Dounreay materials
11.	Confidentiality
12.	Break and termination of contract
13.	Transfer and sub-letting
14.	Indemnity and insurance
15.	Traceability of items provided by the supply chain
16.	Official Secrets Acts
17.	The Bribery Act
18.	Equality Act 2010
19.	Entirety of agreement
20.	Third party rights
21.	Limit of liability
22.	Data protection
23.	Modern slavery
24.	Records and audit
25.	Freedom of Information
26.	Law

1. Definitions

1.1.	‘In these conditions the following words and phrases have the meaning given save where the context requires otherwise:
1.1.1.	‘CLP Regulation’ means the classification, labelling and packaging regulation (EC) No 1272/2008;
1.1.2.	‘Conditions’ means these CC4 Conditions of Contracts for Goods and Services
1.1.3.	‘Confidential Information’ means the provisions of this contract and all information which is secret or otherwise not publicly available (in both cases either in its entirety or in part) including commercial, financial, marketing or technical information, know-how, trade secrets or business methods, or personal data, in all cases whether disclosed orally or in writing before or after the date of this contract;
1.1.4.	‘Contract’ means the contract between Dounreay and the supplier consisting of the order, these conditions and any other documents (or parts thereof) which referred to in the order or these conditions;
1.1.5.	‘Contract Price’ means the prices exclusive of VAT payable to the supplier by Dounreay under the contract for the full and proper performance of the contract by the supplier as stated in the order;
1.1.6.	‘Dounreay’ means Dounreay a division of Magnox Limited;
1.1.7.	‘Goods’ means the goods and/or goods and services supplied to Dounreay as stated in the Order;
1.1.8.	‘NDA’ means Nuclear Decommissioning Authority
1.1.9.	‘Order’ means the information on the front page of this Contract;
1.1.10.	‘Planned delivery date’ means the planned delivery date of the goods as specified in the order;
1.1.11.	‘Project manager’ (hereafter referred to as the PM) means the person appointed by Dounreay to act as the PM for the purposes of the contract. The PM appointed is named in the contract;
1.1.12.	‘Supplier’ means the person, firms or company to whom the contract is issued; and
1.1.13.	‘UK REACH Regulations’ means The REACH etc (Amendment etc.) (EU Exit) Regulations 2019 No. 758; and
1.2.	Condition number and headings are for ease of reference only and should not be taken into account in nor affect in any way the construction or interpretation of these conditions.
1.3.	Any notice or other communication which is required or authorised by the contract to be given or made should be in writing.

2. Duty of care and performance

2.1.	The supplier exercises all reasonable skill, care and diligence in the discharge of all duties to be performed by it under this contract.
2.2.	The supplier shall ensure that the goods shall:
2.2.1.	Correspond with their description
2.2.2	Be of the quality and type described and equal in all respects to the samples, patterns, specifications, plans, drawings or any other documents, individually or collectively which form part of the contract;
2.2.3.	Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the supplier or made known to the supplier by Dounreay expressly or by implication, and in this respect Dounreay relies on the supplier’s skill and judgement;
2.2.4.	Be strictly in accordance with the latest relevant British Standard or specification where such exists, published before the date of the contract otherwise shall be to Dounreay’s reasonable satisfaction;
2.2 5.	Where they are manufactured products, be free from defects in design, material and workmanship and remain so for 12 months after delivery; and
2.2.6.	Comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the goods.
2.3.	The supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the contract in respect of the goods.

3. Delivery, labelling and packaging

1.1.	The supplier shall ensure that immediately before delivery of the goods they have the right to transfer the goods to Dounreay, within the meaning of the Supply of Goods and Services Act 1982.
1.2.	The supplier shall ensure that goods are marked or recorded so that they are readily identifiable as the property of Dounreay other than for goods that fall into the category of consumables, ready use items, raw materials, office supplies and material that is held in general stock holdings. The supplier shall comply with any direction given by Dounreay in this respect.
1.3.	The supplier shall not permit any lien to arise or subsist in respect of goods for any sum due from the supplier or its sub-suppliers or any third party.
1.4.	The supplier shall deliver the goods at the times and at the place or places and in the manner specified in this contract. Correct and timely delivery of the goods by the supplier is of the essence of the contract.
1.5.	Goods to be delivered must be packed and marked in a proper manner and in accordance with Dounreay’s instructions, any statutory requirements, and any requirements of the supplier’s carrier and sent, carriage paid, to the address specified for delivery.
1. 6.	The supplier ensures that its delivery staff, including delivery sub-suppliers, are trained and equipped to deliver and unload the goods safely and effectively. Where necessary, the supplier requests in advance of delivery the provision of suitable unloading facilities.
1.7.	The supplier shall ensure that:
1.7.1.	Vehicles used to deliver the goods to site using an on-board crane or lifting device, (such as HIAB), carry the most recent statutory examination reports of the on-board crane and attached lifting equipment;
1.7.2.	The operator is trained in the use of the on-board crane and carries the certificate of competence with them; and
1.7.3.	Such reports, certificates and other relevant documents are available for inspection by Dounreay prior to any unloading or use of the on-board crane.
1.8.	The supplier is to supply a paper copy of or electronic access to the operating and maintenance manuals and all such documents which are a comprehensive information source and guide for Dounreay and end users enabling the goods to be operated and maintained efficiently and safely, in full compliance with prevailing safety legislation.

4. Inspection of goods before delivery

1.9.	Dounreay and/or the PM may at any time investigate, inspect and/or arrange for the inspection or testing of the goods, or any goods in the course of production, at the supplier’s premises where the goods are being produced. The supplier shall give to the representative of Dounreay free access to the said premises as and when required for that purpose and shall provide at its own expense all facilities in connection with the inspection as Dounreay may reasonably require, and all appliances, materials and labour required for inspection purposes.
1,10.	Any inspection or testing by Dounreay shall not reduce or otherwise affect the supplier’s obligations under this contract nor any sub-supplier’s obligations and the supplier shall remain fully responsible for the goods save that in the event of any damage caused to the goods by Dounreay, its representatives or the PM whilst exercising its rights under Clause 4.1, Dounreay shall be liable to the supplier for any costs incurred in making good or replacing the goods arising from such damage.
1.11.	If following an inspection or testing, Dounreay considers that the goods do not conform to or are unlikely to comply with the supplier’s obligations under Clause 2, Dounreay shall inform the supplier and the supplier shall immediately take such remedial action as is necessary to ensure compliance.

5. Dounreay’s remedies

1.12	Dounreay’s rights and remedies under this Clause 5 are in addition to its rights and remedies express or implied by statute and common law.
1.13.	If the goods are not delivered on the planned delivery date, or do not conform to or comply with the supplier’s obligations set out in Clause 2, without limiting any of its other rights or remedies and whether or not it has accepted the goods, Dounreay may:
1.13.1	Terminate the contract;
1.13.2.	Reject the goods (in whole or in part) and return them to the supplier at the supplier’s own risk and expense;
1.13.3.	Require the supplier to repair or replace the rejected goods with goods that conform to the requirements of the contract, or to provide a full refund of the price of the rejected goods (if paid);
1.13.4.	Refuse to accept any subsequent delivery of the goods which the supplier attempts to make;
1.13.5.	Recover from the supplier any costs incurred by Dounreay in obtaining substitute goods from a third party; and
1.13.6.	Claim damages for any other costs, loss or expenses incurred by Dounreay which are in any way attributable to the supplier’s failure to carry out its obligations under the contract.
1.13.7.	The PM shall within 14 days of receiving notice of delivery undertake an inspection of the goods to determine whether the goods provided are in accordance with Clause 2.2 of the contract. The PM shall thereafter notify the supplier if the outcome of such inspection is that the goods are not in accordance with Clause 2.2 of the contract.
1.14.	When under this Clause 5 Dounreay rejects any goods or consignment after delivery, the supplier shall at its own expense remove from Dounreay’s premises each and every rejected item and shall do so within such period as is provided by the contract, or if the contract makes no such provision, within 8 working days from receipt of notification of rejection.
1.15.	If the supplier fails to remove the goods or any of them in accordance with this clause, Dounreay may return the rejected items to the supplier at the supplier’s risk and the cost of carriage will be recoverable by Dounreay from the supplier as a debt.
1.16.	If the supplier disputes a rejection under this clause, it may give Dounreay notice of objection within 8 working days from receipt of notification of rejection and before removing the rejected items. The objection shall constitute a dispute between the parties. If the supplier gives notice of objection the items shall not be removed until Dounreay directs.
1.17.	If any of the goods whether completed or in course of production are rejected on inspection by Dounreay the same shall, if Dounreay so requires, be marked in such a manner satisfactory to Dounreay as to ensure its subsequent identification as a rejected item.
1.18.	No materials, parts, components, or complete units, approval of which has been withheld, shall be re-treated or adjusted without Dounreay’s consent. Where such consent is given, Dounreay shall be notified in writing as and when materials, parts, components or complete units are re-submitted for inspection after such correction.

6. Risk and acceptance

1.19	Until acceptance, the risk of loss of or damage to goods to be delivered in accordance with this contract remains with the supplier. Without prejudice to Dounreay’s other rights or remedies, the supplier shall make good any such loss or damage however caused or occasioned which occurs before delivery unless such loss or damage is caused by Dounreay.
1.20.	Clause 6.1 shall apply notwithstanding:
1.20.1.	That the goods may have been inspected by Dounreay; or
1.20.2.	That the property therein may have passed earlier than upon acceptance.
1.21.	The risk in rejected goods shall revert to the supplier on the earlier of:
1.21.1	The removal of the goods by the supplier; or
1.21.2.	The close of business on the last day of any designated period in which the supplier is required to remove the rejected goods; or
1.21.3.	the return of the goods by Dounreay.
1.22.	Acceptance of goods shall take place when Dounreay confirms acceptance in accordance with the procedure specified in the contract. If no procedure is specified, without prejudice to its other remedies, Dounreay shall be deemed to have accepted an item when any of the following events has occurred:
1.22.1.	Dounreay has taken the goods into use;
1.22.2.	On expiry of any period specified in the contract for rejection where Dounreay has not exercised its right of rejection within such period; or
1.22.3.	Where no period for exercising the right of rejection is specified in the contract, upon expiry of a reasonable period since delivery of the goods was affected in accordance with Clause 2.3, such reasonable period being assessed in all the circumstances.
1.23.	Without prejudice to Dounreay’s rights or remedies, upon payment for the whole of the goods under Clause 7:
1.23.1.	To the extent that title has not already passed, title in the goods shall pass to Dounreay;
1.23.2.	Risk in the goods shall pass to Dounreay; and
1.23.3.	Dounreay shall be deemed to have accepted the goods.

7. Payment

1.24.	The supplier shall render an invoice on delivery of the goods.
1.25.	Payment shall be made in accordance with the requirements stated on the front page of this contract.
1.26.	Where the goods are acceptable by Dounreay, Dounreay shall make payment no later than 30 days from receipt of a correctly rendered invoice
1.27.	Payment is made without prejudice to the supplier’s obligations under Clause 8.
1.28.	VAT is shown on invoices as a separate item.

9. Warranty

1. 29.	Without prejudice to any rights Dounreay may have by statute, common law or otherwise, within 14 days of notification by Dounreay the supplier shall (at Dounreay’s discretion) repair or replace any part of the goods which are or have become defective during the period of [12 months] from the date that Dounreay paid for the goods where the defects:
1.29.1.	Occur under proper usage of the goods, are through defective design;
1.29.2.	Are a consequence of the supplier’s erroneous instructions as to use;
1.29.3.	Are a consequence of erroneous use of information by the supplier;
1.29.4.	Are a consequence of inadequate or faulty materials or workmanship; or
1.29.5	Are a consequence of any breach by the supplier of the supplier’s warranties, expressed or implied.
1.30.	Where Dounreay accepts a repair and replacement of the goods under Clause 8.1, such repair or replacement shall be subject to Dounreay’s right to require repair or replacement of the repaired or replaced goods for a further period of 12 months from the date of Dounreay’s acceptance of the repair or replacement.
1.31.	If the supplier cannot respond within the specified time in Clause 8.1 to rectify a defect, Dounreay may carry out repair or replacement and shall be entitled to recover all associated costs and expenses from the supplier, without prejudice to the supplier’s continuing obligations under the contract.
1.32.	Goods rejected or returned by Dounreay are at the supplier’s risk and expense.

10. Hazardous goods

1.33.	If the goods or any of them contain, or are, a substance (on its own, or in a mixture) falling within the scope of the UK REACH Regulations the supplier shall:
1. 33.1.	Confirm to Dounreay without delay prior to delivery whether any such relevant substance:
1.33.1.1.	Has been pre-registered or registered with the European Chemicals Agency and whether the registration includes (or in the case of pre-registration, will include) the use specified by Dounreay; and
1.33.1.2.	Is, for the purposes of the UK REACH Regulation, a substance of very high concern;
1.33.2.	Provide to Dounreay a Safety Data Sheet (“SDS”) (as defined in the CLP Regulation) for Goods in accordance with the UK REACH Regulation;
1.33.3.	Update the SDS and forward it without delay to Dounreay if the supplier becomes aware of new information which may affect the risk management measures or new information on the hazard; and
1.33.4.	Comply at all times with the CLP Regulation.
1.34.	If the supplier is required under or in connection with this contract to supply goods or components of goods that in the course of their use, maintenance or disposal or in the event of an accident may release hazardous materials or substances, it shall provide to Dounreay:
1.34.1.	A list of those hazardous materials or substances; and
1.34.2.	For each hazardous material or substance listed, an up-to-date SDS.
1.35.	If the goods and/or, material or substances referred to in Clause 9.2 are or contain or embody a radioactive substance as defined in the Ionising Radiation Regulations 2017, the supplier shall additionally provide details of activity; and
1.35.1.	The substance and form (including any isotope); or
1.35.2.	Have magnetic properties, the supplier shall additionally provide details of the magnetic flux density at a defined distance, for the condition in which it is packed.
1.36.	Any SDS to be provided in accordance with this Clause 9, including any related information to be supplied in compliance with the supplier’s statutory duties under Clauses 9.1.1, 9.1.2 and 9.1.3 and 9.3 shall be sent directly to Dounreay without delay prior to date for delivery, unless otherwise stated in this contract.
1.37.	Without prejudice to Dounreay’s other remedies, failure by the supplier to comply with the requirements of 9.1 to 9.3 (inclusive) of this clause shall be grounds for rejecting the affected goods and any withholding of information concerning hazardous goods, materials or substances shall be regarded as breach of contract for which Dounreay reserves the right, in addition to any other remedy it may have, to require the supplier to rectify the breach immediately at no additional cost to Dounreay.

11.Dounreay materials

1.38.	Where Dounreay issue materials to the supplier free of charge, such materials are and shall remain the property of Dounreay. The supplier maintains all such materials in good order and condition and uses them solely in connection with the contract. At the completion of the contract the supplier either returns the materials to Dounreay or returns any surplus materials remaining to Dounreay.

12. Confidentiality

1.39.	The supplier shall keep and procure to be kept secret and confidential all confidential information belonging to Dounreay disclosed or obtained as a result of the relationship of the parties under this contract and shall not use nor disclose the same save for the purposes of the proper performance of this contract or with the prior written consent of Dounreay.
1.40.	The supplier may disclose confidential information to an employee, consultant, sub-contractor or agent to the extent necessary for the performance of this contract provided such disclosure is subject to obligations equivalent to those set out in this contract. The supplier shall use its best endeavours to procure that any such employee, consultant, sub-contractor or agent complies with such obligations. The supplier will be responsible to Dounreay in respect of any disclosure or use of such confidential information by a person to whom disclosure is made.
1.41.	The obligations of confidentiality in this Clause 11 do not extend to any confidential information which the supplier wishes to disclose or use can show:
1.41.1.	Is or becomes generally available to the public other than as a result of a breach of the obligations of confidentiality under this contract; or
1.41.2.	Was in its written records prior to the date of this contract and not subject to any confidentiality obligations; or
1.41.3.	Was or is disclosed to it by a third party entitled to do so; or
1.41.4.	Dounreay agrees in writing is not confidential information or may be disclosed; or
1.41.5.	Is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction.
1.42.	The supplier may publicise any matter about the goods or arising out of the contract only with Dounreay’s written agreement.

13. Break and termination of contract

1.43.	Dounreay may terminate the contract in whole or in part at any time before delivery of the goods with immediate effect by giving the supplier written notice, whereupon the supplier shall discontinue all work on the contract. Dounreay shall pay the supplier fair and reasonable compensation for any work in progress on the goods at the time of termination, but such compensation shall not include loss of anticipated profits, loss of contract or opportunity or any similar consequential type loss.
1.44.	Without prejudice to the rights of the parties accrued to the date of such termination, Dounreay may, in addition to any other right to terminate the contract, by notice to the supplier terminate the contract forthwith, in any of the following events:
1.44.1.	The supplier commits a material breach of any term of the contract which is incapable of remedy;
1.44.2.	The supplier commits a material breach of any term of the contract which is capable of remedy but fails to remedy the breach within 7 days of being notified in writing to do so;
1.44.3.	The supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
1.44.4.	The supplier takes any step or action in connection with the supplier being made bankrupt, entering any composition or arrangement with its creditors, having a receiver appointed to any of its assets, or ceasing to carry on business;
1.44.5.	The supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
1.44.6.	The supplier’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this contract is in jeopardy; or
1.44.7.	The supplier fails to comply with health, safety and environmental legislation.
1.45.	Where written notice is given by Dounreay under Clause 12.2:
1.45.1.	No further payment shall be due to the supplier upon giving such notice;
1.45.2.	The supplier shall repay to Dounreay any charge paid by Dounreay to the supplier in respect of the goods; and
1.45.3.	The supplier shall be liable to Dounreay for any additional cost of engaging an alternative supplier.

14. Transfer and sub-letting

1.46.	Dounreay may assign the benefit of this contract without the consent of the Supplier.
1.47.	Dounreay shall be entitled to novate this contract to a parent company of Dounreay or any subsidiary of a parent company of Dounreay or any entity acquiring the whole or a substantial part of Dounreay’s assets, rights or interests and the supplier shall, on receiving notice of Dounreay’s intention to do so, co-operate with Dounreay and enter into a deed of novation in such form as Dounreay shall require to give effect to such novation. For the avoidance of doubt, Dounreay shall not need the prior written consent of the Supplier when novating this contract in whole to any subsidiary company. In this clause, “subsidiary” and “parent” have the meaning given to the terms “subsidiary undertaking” and “parent undertaking” respectively in the Companies Act 2006.
1.48.	The supplier does not give, bargain, sell, assign, transfer or otherwise dispose of the contract or any part thereof without the previous consent in writing of Dounreay.
1.49.	No sub-contracting by the supplier in any way relieves the supplier of any of its responsibilities under the contract.

15. Indemnity and insurance

1.50.	Without prejudice to any rights or remedies of Dounreay the supplier indemnifies Dounreay against all actions, suits, claims, demands, losses, charges, costs and expenses which Dounreay may suffer or incur as a result of or in connection with damage to property or in respect of any injury (whether fatal or otherwise) to any person which may result directly or indirectly from any defect in the goods or the negligent or wilful act or omission of the supplier.
1.51.	The supplier effects and maintains with a reputable insurance company a policy or policies of insurance covering all the matters which are the subject of indemnity under these conditions and at the request of Dounreay provides evidence of the policy or policies.
1.52.	The supplier effects and maintains with a reputable insurance company such policies of insurance in connection with the goods and these conditions as is required in accordance with applicable laws and good industry practice and, at the request of Dounreay, shall provide evidence to Dounreay of such policies.
1.53.	The supplier indemnifies Dounreay against claims, compensation and costs due to the supplier infringing a patent, copyright or any other intellectual property right.

16. Traceability of items provided by the supply chain

1.54.

The supplier is responsible for obtaining all items (equipment, components, systems, plant and any materials) that are required for the goods from a reliable and sustainable source. The supplier is required to ensure the traceability of all such items and to clearly demonstrate that no counterfeit, fraudulent or suspect items are introduced into the goods supplied through the contract, either by the supplier directly or through its supply chain. The supplier is required to provide all documentation that supports the traceability of such items. The supplier will inform Dounreay of all and any attempt by its suppliers to provide counterfeit, fraudulent or suspect items in the delivery of the contract.

17. Official Secrets Acts

1.55.

The supplier’s attention is drawn to the provisions of the Official Secrets Acts 1911 to 1989 and to the provisions of Section 11 of the Atomic Energy Act 1946. The supplier takes all reasonable steps by display of notices or by other appropriate means to ensure that all persons employed on any Goods in connection with this Contract have notice that these statutory provisions apply to them and continue so to apply after the completion or earlier termination of this contract.

18. The Bribery Act

1.56.	The Bribery Act 2010 defines a bribe as a financial advantage or other reward that is offered to, promised to, or received by an individual or company to induce or influence that individual or company to perform its public or corporate functions or duties in an improper manner.
1.57.	The supplier shall ensure that persons associated with it or other persons who are performing services or providing goods in connection with this contract shall:
1.57.1.	Comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption (“Relevant Requirements”), including but not limited to the Bribery Act 2010;
1.57.2.	Not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2, or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
1.57.3.	Not do, or omit to do, any act that will cause or lead Dounreay or the NDA to be in breach of any Relevant Requirements; and
1.57.4.	Have and shall maintain in place throughout the term of this Contract its own policies, procedures or processes, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the relevant policies and clause, and will enforce them where appropriate.
1.58.	The supplier warrants and represents that neither the supplier nor any of its officers, employees or other persons associated with it:
1.58.1.	Has been convicted of any offence involving bribery or corruption, fraud or dishonesty;
1.58.2.	Having made reasonable enquiries, so far as it is aware, has been or is the subject of any investigation inquiry or enforcement proceedings by any governmental, administration or regulatory body regarding any offence or alleged offence under the relevant requirements; or
1.58.3.	has been or is listed by any government agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or other government contracts.
1.59.	The supplier shall immediately notify Dounreay if, at any time during the term of this contract, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out in Clause 17 at the relevant time.
1.60.	Should the provisions of Clauses 17.1 to 17.4 be breached by the supplier, Dounreay may terminate this contract without further notice.

19. Equality Act 2010

1.61.	The Equality Act 2010 (the Act) placed the “Public Sector Equality Duty” onto public bodies (such as the Nuclear Decommissioning Authority) and others undertaking public functions. The Nuclear Decommissioning Authority may from time to time request information from Dounreay, the supplier and the lower tiers of the supply chain to establish that the three aims of the Public Sector Equality Duty have been discharged with due regard to the need to:
1.61.1.	Eliminate unlawful discrimination, harassment, victimisation and any other conduct prohibited by the Act;
1.62.2.	Advance equality of opportunity between people who share a protected characteristic and people who do not share it; and
1.62.3.	Foster good relations between people who share a characteristic and people who do not share it.
1.62.	When requested by Dounreay, the supplier will provide a copy of their equality policy and other such information as is reasonably requested within a time period agreed with Dounreay.

20.   Entirety of agreement

1.63.

This contract constitutes the entire agreement between Dounreay and the supplier in respect of its subject matter and supersedes all prior negotiations, representations and undertakings, whether written or oral. The supplier acknowledges that it has not been induced to enter into this contract by any statement by Dounreay at any time prior to entering into the contract. The supplier does not rely upon any pre-contractual statement by Dounreay waives any right it may have to make any claim whatsoever in connection with any non-fraudulent pre-contractual statements made by or on behalf of Dounreay.

21.Third party rights

1.64.	The supplier acknowledges that its obligations under the contract benefit both Dounreay and the NDA.
1.65	Dounreay and the supplier intend that the provisions of this contract may be enforced by the NDA and its agents as beneficiary of such rights pursuant to Section 1 of the Contracts (Rights of Third Parties) Act 1999.  Any term in the contract which directly or indirectly prevents or attempts to prevent the NDA from exercising those rights shall have no legal effect.
1.66.	Save as provided by Clause 20.1 and 20.2, no one who is not a party to this contract shall be entitled to enforce any of its terms pursuant to the Contracts (Rights of Third Parties) Act 1999.

22. Limit of liability

1.67.	Dounreay shall not be liable to the supplier for any pure economic loss, loss of profit, loss of revenue, depletion of goodwill, loss of contracts, loss of business opportunity, loss of anticipated savings or direct, indirect or consequential loss suffered by the supplier arising under or in connection with this contract.
1.68	Subject to Clause 21.3, Dounreay’s maximum aggregate liability arising under or arising in connection with this contract for any loss and damage whatsoever and howsoever caused (including but not limited to such loss and damage caused by or arising from breach of contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), arising out of or in connection with this contract shall in all circumstances be limited in the aggregate to a sum equivalent to the contract price.
1.69	Neither Dounreay or the supplier excludes or limits liability to the other for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation or for any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982 or for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability and nothing in this contract will operate so as to have such effect.

23. Data protection

1.70.	“Data Protection Legislation” means: (a) the regulations on the protection of natural persons with regard to the processing of personal data and on the free movement of such data known as the General Data Protection Regulation (EU) 2016/679 as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 as modified by Schedule 1 to the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019; (b) the UK Data Protection Act 2018; (c) the Privacy and Electronic Communications Regulations 2003 as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 as modified by Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2020; and (d) further laws and statutory instruments relating to such regulations, data protection or privacy, all from time to time.
1.71	Each of Dounreay and the supplier shall comply with their respective obligations under the Data Protection Legislation.

 24.  Modern slavery

1.72.	“Modern Slavery Policy” means the Magnox Limited’s anti-slavery and human trafficking policy as updated by Magnox Limited and notified to the Supplier from time to time.
1.73	The supplier undertakes, warrants and represents that:
(a)	Neither the supplier nor any of its officers, employees, agents or subcontractors has:
(i )	Committed an offence under the Modern Slavery Act 2015 (a “MSA Offence”); or
(ii)	Been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
(iii)	Is aware if any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
(b)	It shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;
(c)	it shall notify Dounreay immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have, breached or potentially breached any of the supplier’s obligations under this Clause 23. Such notice to set out full details of the circumstances concerning the breach or potential breach of supplier’s obligations.
1.74.	Any breach of this Clause 23 by the supplier shall be deemed a material breach of the contract and shall entitle Dounreay to terminate the contract in accordance with Clause 12.

25. Records and audit

1.75	The supplier shall during the term of this contract and for the period of 6 years thereafter maintain such records relating to the goods provided to Dounreay under this contract as may be necessary to trace the supply chain of such goods and to enable Dounreay to determine the supplier’s compliance with this contract and the Modern Slavery Policy.
1.76	Dounreay (or a third party acting on its behalf) shall have the right from time to time at its own cost to conduct an audit of the supplier’s operations, facilities and working conditions and its quality, environmental, ethical and health and safety procedures and systems to ensure that the Supplier has the appropriate facilities, procedures, systems and personnel appropriate to and as may be required for the supplier to provide the goods in accordance with this contract and the Modern Slavery Policy and for that purpose shall be entitled to have access to the supplier’s premises and to any premises of the supplier’s sub-suppliers or agents where the goods are being produced during normal working hours on giving reasonable notice to the supplier.

 26.Freedom of Information

1.77.	The Supplier acknowledges that Dounreay is subject to the requirements of the Freedom of Information Act 2000 (“FOIA”) and the Environmental Information Regulations 2004 (SI 2004/3391) (“EIRs”). The Supplier shall:
1.77.1.	Provide all necessary assistance and cooperation as reasonably requested Dounreay to enable it to comply with its obligations under the FOIA and EIRs;
1.77.2.	Transfer to Dounreay all requests for information relating to this contract that it receives as soon as practicable and in any event within 2 working days of receipt;
1.77.3.	Provide Dounreay with a copy of all information belonging to Dounreay requested in the request for information which is in its possession or control in the form that Dounreay requires within 5 working days (or such other period as Dounreay may reasonably specify) of the Dounreay’s request for such information; and
1.77.4.	Not respond directly to a request for information unless authorised in writing to do so by Dounreay.
1.78.	The supplier acknowledges that Dounreay may be required under the FOIA and ERIs to disclose information (including commercially sensitive information) without consulting or obtaining consent from the supplier. Dounreay shall take reasonable steps to notify the supplier of a request for information (in accordance with the Cabinet Office’s Freedom of Information Code of Practice issued under section 45 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Contract) Dounreay shall be responsible for determining in its absolute discretion whether any commercially sensitive information and/or any other information is exempt from disclosure in accordance with the FOIA and/or the EIRs.

27. Law

1.79.	This contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed and construed in accordance with the law of England and Wales.
1.80.	The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this contract.