These Terms and Conditions apply to Scot Young Research Limited and the SYR Group of Companies – Scot Young Research Limited (Canada), Ningbo Scot Young Cleaning Products Co., Ltd. Scot Young Research Limited (UK) and Scot Young Research Inc.

1. Interpretation
   
   1. Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: on a Business Day, the period from 9.00 am to 5.00 pm on Monday – Thursday and 9.00 am to 3.00 pm on Friday.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 14.4.

Contract: the contract between SYR and the Supplier for the sale and purchase of the Goods in accordance with these Conditions.

Delivery Date: the date specified in the Order, or, if none is specified, the date confirmed by SYR.

Delivery Location: the address for delivery of Goods as set out in the Order.

Goods: the goods (or any part of them) set out in the Order.

Incoterms: Incoterms 2020 (International Chamber of Commerce) or any later version of Incoterms as SYR may stipulate from time to time.

Order: SYR’s order for the Goods, as set out in SYR’s purchase order form.

SYR: Scot Young Research Limited (registered in England and Wales with company number 00481830).

SYR Materials: has the meaning set out in clause 8.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed between SYR and the Supplier.

Supplier: the person or firm from whom SYR purchases the Goods.

Supplier Charter: SYR’s supplier charter, a copy of which has been provided to the Supplier and which can be found on SYR’s website at: https://syrclean.com/termsandconditions/

1. 1. Interpretation:
      
      1. A reference to:
         
         1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
         2. a party includes its personal representatives, successors and permitted assigns;
         3. legislation or a legislative provision is a reference to it as amended or re-enacted and will include all subordinate legislation made under that legislation or legislative provision;
         4. any words following the terms including or include or any similar expression will be interpreted as illustrative and will not limit the sense of the words preceding those terms;
         5. writing or written includes email but not fax (unless otherwise stated).
2. Basis of Contract
   
   1. These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
   2. The Order constitutes an offer by SYR to purchase the Goods in accordance with these Conditions.
   3. The Order will be deemed to be accepted on the earlier of the Supplier issuing a written acceptance of the Order and the Supplier doing any act consistent with fulfilling the Order, at which point and on which date the Contract will come into existence.
   4. The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.
   5. The Supplier will comply with the Supplier Charter.
3. SUPPLY OF Goods
   
   1. If the Order confirms that Incoterms will apply to the Order, the relevant stated Incoterm will apply. In that case, if there is any conflict between the Contract and Incoterms, Incoterms will prevail to the extent required to resolve the conflict.
   2. The Supplier will ensure that the Goods will:
      
      1. correspond with their description and any applicable Specification;
      2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by SYR expressly or by implication, and in this respect SYR relies on the Supplier’s skill and judgement;
      3. where they are manufactured products, be free from defects in design, material and workmanship and remain so for 12 months after delivery; and
      4. comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
   3. The Supplier will 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.
   4. SYR may inspect and test the Goods at any time before delivery. The Supplier will remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing will not reduce or otherwise affect the Supplier’s obligations under the Contract.
   5. If following such inspection or testing SYR considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at clause 3.1, SYR will inform the Supplier and the Supplier will immediately take such remedial action as is necessary to ensure compliance.
   6. SYR may conduct further inspections and tests after the Supplier has carried out its remedial actions.
   7. Acceptance of the Goods will only be effective if communicated by SYR in writing to the Supplier and SYR’s acknowledgement of delivery on a delivery note or similar document will not constitute acceptance. SYR retains the right to reject any Goods until they have been fully inspected.
   8. In performing its obligations under the Contract, the Supplier will comply with all applicable laws, statutes, regulations and codes from time to time in force. Breach of clause 3.8 will constitute an irremediable material breach of the Contract.
   9. SYR may amend quantities, specifications and/or scheduled days or times of deliveries by issuing an amendment in writing to the Supplier with which the Supplier will comply. Any other amendments to the Contract must be made by agreement in writing between SYR and the Supplier. The Supplier will advise SYR forthwith if any proposed amendments either prevent the specified time for delivery being met or have any other material implication in regard to the Supplier’s obligations to SYR and if appropriate SYR will allow a reasonable adjustment to the price and/or time for delivery, provided that SYR is notified by the Supplier of this implication to the price and/or time for delivery within 3 Business Days of SYR’s communication of the amendment to the Supplier.
   10. The Supplier agrees to assign to SYR upon request the benefit of any warranty guarantee or like rights which it has against any third party manufacturer or supplier of the Goods or any parts thereof.
   11. For any Goods purchased from outside the United Kingdom, unless otherwise agreed between the parties in writing, the Supplier is responsible for obtaining all necessary documentation for export of the Goods to the United Kingdom and for the import of the Goods into the United Kingdom including all applicable export and import licences and the Supplier will be responsible for all and any delays and charges incurred due to export and/or import licences not being available when required.
   12. The Supplier agrees to supply SYR on request with such declarations and documents as may be reasonably required to establish the origin of the Goods and the manner in which they qualify for preferences or duty exemptions.
   13. The Supplier will notify SYR immediately where delivery delays are threatened, reasonably suspected or likely. SYR may elect to expedite delivery of the Goods by express freight and/or express air freight. The Supplier will reimburse all additional costs incurred by SYR in expediting delivery of the Goods and any other additional costs incurred through delayed delivery.
   14. If any Goods are covered by any statutory or other safety regulations, the Supplier will provide all certification and other information required by the regulations or otherwise deemed necessary by SYR to verify compliance with such regulations.
4. Delivery/collection OF GOODS
   
   1. The Supplier will ensure that:
      
      1. the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
      2. the Goods are packed in accordance with any packing specification(s) referred to in the Order and in accordance with the Supplier Charter; and
      3. each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
   2. The Supplier will deliver the Goods:
      
      1. on the Delivery Date;
      2. at the Delivery Location; and
      3. during Business Hours, or as instructed by SYR.
   3. Delivery of the Goods will be completed on the completion of unloading the Goods at the Delivery Location.
   4. If the Supplier delivers more or less than the quantity of Goods ordered, SYR may at its discretion reject the Goods or the excess Goods and any rejected Goods will be returnable at the Supplier’s risk and expense.
   5. The Supplier will not deliver the Goods in instalments without SYR’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all, or any defect in an instalment will entitle SYR to the remedies set out in clause 5.
5. SYR Remedies
   
   1. If the Goods are not delivered on the Delivery Date, or do not comply with the undertakings set out in clause 3.1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, SYR may exercise any one or more of the following rights and remedies:
      
      1. to terminate the Contract;
      2. to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;
      3. to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;
      4. to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
      5. to recover from the Supplier any costs incurred by SYR in obtaining substitute goods from a third party; and
      6. to claim damages for any other costs, loss or expenses incurred by SYR which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract (including (without limitation) costs incurred in terms of personnel time spent investigating and dealing with faulty goods issues).
   2. These Conditions will apply to any repaired or replacement Goods supplied by the Supplier.
   3. SYR’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
6. Title and Risk

Title and risk in the Goods will pass to SYR on completion of delivery.

1. Price and Payment
   
   1. The price of the Goods will be the price set out in the Order, or, if no price is quoted, the price set out in the latest price list agreed between SYR and the Supplier.
   2. The price of the Goods:
      
      1. excludes amounts in respect of value added tax (VAT), which SYR will additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
      2. includes the costs of packaging, insurance, labelling, duties and carriage of the Goods.
   3. No extra charges will be effective unless agreed in writing with SYR.
   4. The Supplier may invoice SYR for the price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. The Supplier will ensure that the invoice includes the date of the Order, the invoice number, SYR’s order number, the Supplier’s VAT registration number and any supporting documents that SYR may reasonably require.
   5. SYR will pay correctly rendered invoices within 30 days of the end of the month in which the invoice is received. Payment will be made to the bank account nominated in writing by the Supplier.
   6. SYR may at any time, without notice to the Supplier, set off any liability of the Supplier to SYR against any liability of SYR to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, SYR may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by SYR of its rights under this clause 7 will not limit or affect any other rights or remedies available to it under the Contract or otherwise.
   7. Claims for credit or payments due to SYR in respect of returned Goods, short deliveries, over charges or other matters for which the Supplier is liable under these Conditions, will be settled within 7 Business Days from the date of issue of such claims, and in any event SYR will be entitled to make appropriate deductions or retentions from any remittances due to the Supplier.
2. SYR Materials
   
   1. The Supplier acknowledges that all materials, equipment and tools, drawings, specifications, and data supplied by SYR to the Supplier or which are created at SYR’s expense for the purpose of manufacturing the Goods (SYR Materials) and all rights in SYR Materials are and will remain the exclusive property of SYR. The Supplier will keep SYR Materials in safe custody at its own risk, maintain them in good condition until returned to SYR and not dispose or use the same other than in accordance with SYR’s written instructions or authorisation.
   2. The Supplier will create and maintain at all times an up to date tooling register and provide a copy of this to SYR on request.
   3. The Supplier will provide SYR on request with full maintenance records in respect of the tooling used in the manufacture of the Goods.
   4. SYR will have the right at any time to inspect or require the Supplier to return to SYR any tooling which SYR has paid for.
3. Indemnity
   
   1. The Supplier will indemnify SYR against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by SYR as a result of or in connection with:
      
      1. any claim made against SYR for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the manufacture, supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
      2. any claim made against SYR by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
      3. any claim made against SYR by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.
   2. This clause 9 will survive termination of the Contract.
4. Insurance

During the term of the Contract and for a period of 1 year afterwards, the Supplier will maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and will produce to SYR on demand both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

1. Termination
   
   1. SYR 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 will discontinue all work on the Contract. SYR will pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation will not include loss of anticipated profits or any consequential loss.
   2. Without limiting its other rights or remedies, SYR may terminate the Contract with immediate effect by giving written notice to the Supplier if:
      
      1. the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of the Supplier being notified in writing to do so;
      2. 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      3. 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 or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      4. the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      5. the Supplier’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
   3. On termination or expiry of the Contract, the Supplier will immediately return all SYR Materials. If the Supplier fails to do so, then SYR may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier will be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
   4. Termination or expiry of the Contract, however arising, will not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
   5. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract will remain in full force and effect.
2. Confidentiality
   
   1. Each party undertakes that it will not disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2.
   2. Each party may disclose the other party’s confidential information:
      
      1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
   3. Neither party will use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
   4. Each party will ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.
3. Data Protection
   
   1. The following definitions apply in this clause 13:
      
      1. Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
      2. Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.
   2. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
   3. The parties acknowledge that for the purposes of the Data Protection Legislation, SYR is the Controller and the Supplier is the Processor. The details of data processing are as follows:
      
      1. Scope, nature and purpose of processing by the Supplier: the Supplier will process Personal Data to the minimum extent necessary to perform its obligations under the Contract.
      2. Duration of the processing: the term of the Contract.
      3. Types of Personal Data and categories of Data Subject: names and business contact information for SYR’s personnel.
   4. Without prejudice to the generality of clause 13.2, the Supplier will, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:
      
      1. process that Personal Data only on the documented written instructions of SYR unless the Supplier is required by law to otherwise process that Personal Data. Where the Supplier is relying on compliance with a legal obligation as the basis for processing Personal Data, the Supplier will promptly notify SYR of this before performing the processing unless the Supplier is prohibited by law from so notifying SYR;
      2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
      3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
      4. not transfer any Personal Data outside of the UK unless the prior written consent of SYR has been obtained and the following conditions are fulfilled:
         
         1. SYR or the Supplier has provided appropriate safeguards in relation to the transfer;
         2. the Data Subject has enforceable rights and effective legal remedies;
         3. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
         4. the Supplier complies with reasonable instructions notified to it in advance by SYR with respect to the processing of the Personal Data;
      5. assist SYR, at SYR’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      6. notify SYR without undue delay on becoming aware of a Personal Data Breach;
      7. at the written direction of SYR, delete or return Personal Data and copies thereof to SYR on termination of the Contract unless required by law to store the Personal Data; and
      8. maintain complete and accurate records and information to demonstrate its compliance with this clause 13 and allow for audits by SYR or SYR’s designated auditor and immediately inform SYR if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
   5. SYR does not consent to the Supplier appointing any third party processor of Personal Data under the Contract.
4. General
   
   1. Assignment and other dealings. SYR may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract. The Supplier may not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of SYR.
   2. Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of SYR. If SYR consents to any subcontracting by the Supplier, the Supplier will remain responsible for all the acts and omissions of its subcontractors as if they were its own.
   3. Entire agreement. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
   4. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, will be effective unless it is agreed in writing and signed by SYR.
   5. Waiver. Except as set out in clause 2.4, a waiver of any right or remedy is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy will not waive that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.
   6. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 14.6 the parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
   7. Notices. Any formal notice given to a party under or in connection with the Contract will be in writing and will be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case). Any such formal notice will be deemed to have been received: if delivered by hand, at the time the notice is left at the proper address and if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting. This clause 14.7 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
   8. Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
   9. Governing law. The 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, will be governed by and construed in accordance with the law of England and Wales.
   10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.