TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS AND SERVICES

1. maintain all licenses and consents necessary for the performance of its obligations under the Contract;
2. adopt safe working practices and at the proper time supply and install within the original contract price such guards and safety devices as may be necessary to comply with the provisions of all health and safety Laws and shall not in the performance of the Contract in any manner endanger the safety of or unlawfully or unreasonably interfere with the convenience of any other person, including employees and/or contractors of SUSE;
3. tto the extent that the Supplier performs any of the Services at the premises of SUSE or its customers (a "Relevant Site"), ensure that (in performing its obligations under the Contract) it does not cause any disturbance or damage to the operations and property of SUSE or its customers at the Relevant Site;
4. comply with SUSE (or its customers') conditions in relation to any Relevant Site (including but not limited to health and safety conditions, safety management systems, hygiene policies and security policies) and SUSE code of conduct and code of ethics made available to the Supplier from time to time;
5. assist SUSE (and any person nominated by SUSE) in the investigation of any accident or incident or the resolution of any dispute, which assistance shall include, but not be limited to, making personnel available for interview, providing access to documents and records and providing information reasonably requested by SUSE;
6. notify SUSE as soon as it becomes aware of any breach of Laws or any health and safety hazard or issue which arises in relation to the Goods or Services (which notification shall not release the Supplier from any liability and/or obligations in respect of such breach, hazard or issue); and
7. co-operate with SUSE in all matters relating to the Services or supply of Goods.

1. inform the Supplier in writing, following which the Supplier shall immediately take such action as is necessary to ensure conformity;
2. reject the Goods or Services; or
3. require and witness further testing and inspection.

1. be of the best available design, of the best quality and workmanship subject to any Statement of Work and in any case without fault or defect (including latent defect);
2. be complete and fully operational and shall be delivered with all parts (and also those parts that are not specified in the Purchase Order but which are required for proper operation and also including the usual safety devices or special tools);
3. be accompanied by all appropriate information, warnings, instructions and documentation in relation to the safe use, handling, storing, operation, consuming, transportation and disposal of any Goods or parts or materials including paper and/or electronic operation manuals or those available via a functioning web link, in particular in relation to hazardous materials which will be clearly identified to SUSE; and
4. comply with any applicable national and international quality assurance standards from time to time published under which the Supplier is approved; and/or as reasonably requested by SUSE.

1. 24 months after the Delivery or date of acceptance (whichever is later) of the relevant Goods and/or performance of the relevant Services; or
2. where the Supplier has repaired or replaced Goods or provided substitute Services pursuant to clause 6.3(b), 24 months after the date of acceptance of such repaired or replacement Goods or the date of performance of the substitute Services.

1. to reject the Goods (in whole or in part) and return them to the Supplier at the risk and cost of the Supplier on the basis that the Supplier shall immediately pay to SUSE a full refund for the Goods so returned;
2. to give the Supplier the opportunity at the Supplier's expense either to remedy any defect in the Goods or Services or to supply replacement Goods or substitute Services and carry out any other necessary work to ensure that the terms of the Contract are fulfilled within a reasonable period specified by SUSE;
3. to refuse to accept any further deliveries of the Goods or subsequent performance of the Services which the Supplier attempts to make, in each case without any liability to the Supplier;
4. to carry out or procure that some other person carries out at the Supplier's expense any work necessary to make the Goods and/or Services comply with the Contract (including but not limited to freight, disassembly and re-assembly);
5. to obtain substitute goods or purchase substitute services elsewhere and recover from the Supplier any expenditure reasonably incurred by SUSE in obtaining the goods or services in substitution from another supplier;
6. to recover from the Supplier (under the indemnity granted to SUSE by the Supplier pursuant to clause 9.4 or otherwise through a contractual claim for damages) such Losses as may have been sustained by SUSE in consequence of the Supplier's breach or breaches of the Contract; and
7. in the event of any failure by the Supplier to fulfil its obligations under clause 6.3(a) to 6.3(f), or to the extent there is any other material or persistent default by the Supplier of its obligations under the Contract, which being capable of remedy are not remedied within 14 days of notice of such default, to terminate the Contract in whole or in part or to rescind the Purchase Order, in each case without any liability to the Supplier.

1. profit, goodwill, revenue, anticipated savings or any other like economic loss (whether direct or indirect); or
2. any indirect or consequential loss or damage, or loss of business opportunity whether arising from negligence, breach of contract or otherwise.

1. either party's liability for death or personal injury arising from its negligence or that of its employees, agents or subcontractors;
2. either party's liability for fraud;
3. SUSE's liability to pay the Price pursuant to clauses 7 and 8; or
4. the Supplier's liability under the indemnities contained in clauses 14 (Intellectual Property Rights), 19 (Employees) and 20 (Anti-Bribery and Corruption).

1. any third-party claim arising from or in connection with the Supplier's negligence, default or breach of the Contract;
2. any third-party claim made against SUSE in respect of any Losses sustained by SUSE's employees or agents, contractors or by any customer or third party to the extent that such Losses were caused by, relate to or arise from the Goods or the provision of the Services as a consequence of a breach or negligent performance or failure or delay in performance of the terms of the Contract by the Supplier; and
3. the Supplier's negligence, default or breach of the Contract.

1. already lawfully known to the Receiving Party prior to disclosure by the Disclosing Party;
2. legitimately disclosed to the Receiving Party by a third party on a non-confidential basis from a person who is not under any confidentiality obligation in respect of that information; or
3. it is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by the Receiving Party in breach of the Contract.

1. to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Receiving Party's obligations to the Disclosing Party and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Receiving Party; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

1. in accordance with clause 6.3(g);
2. if any distress, execution or other process is levied upon any of the assets of the Supplier;
3. on the Supplier being unable to pay its debts or the commencement of, or any application, order, resolution or appointment being made for, in respect of the Supplier, a distress, execution, composition or arrangement with creditors, insolvency proceedings, winding up, dissolution, administration, liquidation, receivership (administrative or otherwise), bankruptcy, the suspension of payments, any form of seizure not lifted within two months, a moratorium of indebtedness or any similar proceedings in any jurisdiction;
4. if there is a change in the ownership, control or management of the Supplier that SUSE considers will materially affect the interests of SUSE; or
5. any other event giving rise to a right of SUSE to terminate under another clause in these terms and conditions occurs.

1. the absolute entitlement to any registrations granted pursuant to any of the applications comprised in the Assigned Rights;
2. all goodwill attaching to the Assigned Rights and to that part of the Supplier's business that relates to the goods or services for which the Assigned Rights are registered or used; and
3. the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the Assigned Rights whether occurring before, on, or after the date of this agreement.

1. process that personal data only on the documented written instructions of SUSE, unless the Supplier is required by applicable Law to otherwise process that personal data (in which case it shall promptly notify SUSE of such processing unless applicable Law prohibits such a notification);
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 (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
4. not transfer any personal data outside of the UK unless the prior written consent of SUSE has been obtained and the following conditions are fulfilled;
   1. 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 SUSE with respect to the processing of the personal data;
5. assist SUSE, at the Supplier's own 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 SUSE without undue delay on becoming aware of a personal data breach;
7. at the written direction of SUSE, delete or return personal data and copies thereof to SUSE on termination of the Contract unless required by applicable Law to store the personal data; and
8. maintain complete and accurate records and information to demonstrate its compliance with this clause 17..

The Supplier shall also:

1. ensure that any subcontractors it uses in connection with this Contract meet the obligations set out in clauses 18.1 and 18.2 above;
2. perform information security and privacy evaluation of any suppliers it uses in connection with this Contract on a regular basis (at least once every two years) or following an identified cyber security incident or a change in relevant regulations regarding security or data protection and address any risks identified.  If Supplier is unable, for whatever reason, to meet this obligation it must notify SUSE as soon as it becomes aware of that position and provide details of any alternate actions it intends to take to ensure its suppliers maintain an adequate level of information security and privacy.  SUSE reserves the right to reject any such alternate actions;
3. cooperate with SUSE so SUSE can regularly evaluate the Supplier from an information security and privacy perspective;
4. regularly perform information security and privacy awareness training in the Supplier's organization;
5. regularly test, assess and evaluate the effectiveness of the technical and organizational measures required under this clause 18 to reasonably ensure their effectiveness by way of regular self-audits;
6. at SUSE's sole choice, transfer, destroy and/or delete any data/information, documents, source code or information required to run SUSE's systems for which SUSE acts as a controller or in a similar role within the scope of this Contract in the event of termination of this Contract (for whatever reason).  Any transfer pursuant to this sub-clause shall be done in a commonly used, machine-readable format;
7. inform SUSE without undue delay, and in any event no later than after 48 hours, about any cyber security / information security incident which might affect SUSE and shall without undue delay mitigate the risks and damages that result to SUSE to a level generally accepted on the relevant market.

1. comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption (the "Relevant Requirements"), including but not limited to the Bribery Act 2010;
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;
3. comply with SUSE anti-bribery policy at SUSE Partner Code of Business Ethics (imagerelay.com) (as SUSE may update from time to time) (the "Relevant Policies");
4. not do, or omit to do, any act that will cause or lead SUSE to be in breach of any of the Relevant Requirements or Relevant Policies;
5. promptly report to SUSE if it becomes aware of any breach of clauses 20.1(a) or 20.1(b) or has reason to believe that it has received a request or demand for any undue financial or other advantage of any kind received in connection with the performance of the Contract;
6. establish and maintain in place through the term of the Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and enforce them where appropriate;
7. if requested, provide SUSE with any reasonable assistance, at SUSE's reasonable cost, to enable SUSE to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with any of the Relevant Requirements or Relevant Policies; and
8. within one month of the date of the Contract, and annually thereafter, certify to SUSE in writing signed by an officer of the Supplier, compliance with this clause 20 by the Supplier and all persons associated with it or other persons who are performing Services or supplying Goods in connection with the Contract. The Supplier shall provide such supporting evidence of compliance as SUSE may reasonably request.

1. its responses to SUSE' anti-bribery and anti-corruption due diligence questionnaire (if applicable) are complete and accurate;
2. neither the Supplier nor any of its officers, employees or other persons associated with it:
   1. has been convicted of any offence involving bribery or corruption, fraud or dishonesty;
   2. has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Relevant Requirements; or
   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 programs or other government contracts;
3. none of the officers or employees of the Supplier or any person associated with it or any other person who is performing Services or providing Goods in connection with the Contract is a foreign public official; and
4. no foreign public official owns a direct or indirect interest in the Supplier or any person associated with it or any other person for whom the Supplier is responsible under clause 20.2(c) and no foreign public official has any legal or beneficial interest in any payments made by SUSE under the Contract.

1. neither the Supplier nor any of its officers, employees, agents or subcontractors has:
   1. committed an MSA Offence; or
   2. been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
   3. awareness of any circumstances within its business or supply chain which are reasonably likely to give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; and
2. it shall comply with the Modern Slavery Act 2015 and SUSE's MSA Statement.

1. take all reasonable steps to ensure that slavery, servitude, human trafficking, forced or compulsory labor, and/or child labor do not take place in its supply chains and/or in any part of its business (including making all necessary enquiries with its suppliers and, to the extent reasonable, other parties in its supply chain);
2. have and maintain throughout the term of the Contract its own policies and procedures to ensure its compliance with the Modern Slavery Act 2015;
3. maintain a complete set of records to trace the supply chain of all Goods and/or Services provided to SUSE in connection with this agreement which can be inspected by SUSE at any time; and
4. include in contracts with its subcontractors anti-slavery and human trafficking provisions that are at least as onerous as those set out in this clause 21.

1. SUSE may cancel this Agreement without liability if a Force Majeure Event results in the reduction of attendance of a minimum of ten percent (10%) of the number of participants that were expected at the time the Agreement was made. In such circumstance, if SUSE cancels the Agreement due to a Force Majeure Event, all deposits will be refunded within seven (7) business days and no cancellation fees will apply. Notification of cancellation due to a Force Majeure Event will be given in writing to the other party as soon as reasonably practicable, but no longer than seven (7) days after identifying the reason for cancellation; and
2. Should SUSE choose to continue performance despite the inability of any number of participants to attend related to a Force Majeure Event, neither the contracting party for the venue, nor the venue, will charge damage fees for any short fall in performance provided. Proportionate reductions in space will apply for any reduction in total rooms. If lower rates are published to the general public following a Force Majeure Event, SUSE will be given the lower rates and any other additional incentives or concessions offered by the other party and/or the venue, if applicable.

The party affected by the Force Majeure Event shall:

1. as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and
2. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.