Terms & Conditions of Purchase

1.              DEFINITIONS

In these Terms and Conditions the following definitions apply: 

Affiliate	means, in relation to any party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time.
Confidential Information	means any information disclosed by Medina to the Supplier as a result of an Order  or otherwise in the course of its discussions with the Supplier, including but not  limited to the existence of any contractual arrangements between the Supplier and  Medina, the name of any customer(s) to whom Medina is reselling the Products, details regarding the specification, ingredients, recipes or pricing of the Products, the business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, systems, designs, trade secrets or software of Medina, Sysco or its Affiliates, along with any information or analysis derived from Confidential Information and any other information that is marked as confidential or is reasonable to consider is of a confidential nature.
Data Protection Laws	means all applicable data protection laws, including, but not limited to, the Data Protection Act 2018 (‘DPA 2018’) and the UK GDPR (as defined in DPA 2018), as amended.
Intellectual Property Rights	means any patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Medina	means Medina, a trading division of Sysco GB Limited (company number 02035315, registered address Enterprise House, Eureka Business Park, Ashford, Kent, TN25 4AG) and its Affiliates from time to time, all being subsidiaries of Sysco Corp (“Sysco”).
Medina Own Brand Products	means all products supplied to Medina (whether as ingredients or finished products) which will be sold by Medina under a trademark or name belonging to or associated with Medina or Sysco (or their Affiliates)
Nominated Products	means any Products that are not sourced by Medina, but, which at the request of a customer, Medina has agreed to source from the Supplier and distribute to the mutual customer of Medina and the Supplier.
Order	means an order for Products placed by Medina.
Product Contract	means the commercial terms summary document agreed between Medina and the Supplier setting out the pricing and any other agreed financial terms and the Product Specification for the Products (including but not limited to product type, quantity, packing configuration and delivery profile) that is agreed in writing by Medina and the Supplier (or, in the case of Nominated Products, agreed between the mutual Medina customer and the Supplier).
Product Specification	means the specification and ingredients, including full particulars of all allergens, of the Products detailed in the Product Contract and the Technical Requirements or otherwise agreed in writing with Medina or approved by Medina when listing the Product. For clarity, in the case of Nominated Products the Product Specification is agreed between the Supplier and the parties’ mutual customer.
Products	means the materials, products, packaging and/or services (as appropriate) which are described in Medina’s Order or otherwise supplied to Medina.
Supplier	means the person, firm or company to whom an Order is addressed.
Supplier Charter	means the most up to date version of Medina’s supplier charter document, available on request.
Supplier Form	means the new supplier set up form that the Supplier must complete prior to trading with Medina, in order for Medina to set up an account for the Supplier.
Technical Requirements	means the technical requirements document relating to the Products and their manufacture, storage and distribution issued by Medina from time to time to the Supplier.
Terms and Conditions	means the Product Contract, the Supplier Form, the Technical Requirements document, these terms and conditions, the Supplier Charter and any technical or other documents referred to in any of the above.  For the avoidance of doubt, if there is any conflict between these documents the documents will be interpreted in the above order of precedence.
Vendor Brand Products	all foodstuffs and beverages supplied to Medina which will be sold by Medina under a trademark or name belonging to the Supplier (or any third party)

 

2.          BASIS OF SUPPLY

2.1         These Terms and Conditions shall apply to the purchase of Products by Medina from the Supplier. The Supplier’s acknowledgement of the Order, commencement of work with regard to the Products, shipment or supply of the Products, whichever occurs first, shall be deemed to be the Supplier’s acceptance of the Order. These Terms and Conditions apply 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.

2.2         The Supplier represents that it can supply the relevant Products to Medina in accordance with these Terms and Conditions and the Supplier will accept any and all Orders placed by Medina for the Products detailed in the Product Contract or for any other Products for which Medina has agreed a price with the Supplier. 

2.3         The Supplier acknowledges that it is not being appointed as an exclusive provider of any of the Products or services and Medina may at any time perform any part of the services itself or procure the Products and/or services from a third party.  By appointing the Supplier or placing any Order, Medina does not commit to purchasing any minimum volume of Products or services from the Supplier.  Any volume targets that are referred to by Medina and/or the Supplier are intended to be indicative only.  Any exceptions to this clause must be agreed in writing by a director of Medina.  

2.4         Subject always to any contractual supply period agreed between Medina and the Supplier in the Product Contract, the Supplier must provide Medina with a minimum of 12 weeks’ notice, should it wish to cease supply, for whatever reason, of any existing Products to Medina. For the avoidance of doubt, if the Supplier wishes to cease supply of any Products during any supply period agreed in the Product Contract, then Medina’s agreement in writing will be required. 

 

3.          PRODUCT & SERVICE WARRANTIES 

3.1        The Supplier warrants that the Products shall: 

(a)    comply and conform with the Product Specification and any Technical Requirements, together with any other specifications, drawings, samples or other descriptions agreed between the Supplier and Medina; 

(b)    comply with all applicable laws, regulations, British standard specifications and codes of practice (including general trade or other recognised regulations or specifications) relating to the supply and sale of the Products; 

(c)    be of the agreed quality, free from defects in material or workmanship and not be rendered injurious to health; 

(d)    wrapped, packaged and labelled appropriately so as to prevent damage or deterioration in delivery or storage; 

(e)    be labelled and packaged so as to comply with all prevailing and future legislation likely to come into force during the shelf life of the Products; 

(f)     be fit for the purposes for which they have been purchased by Medina (and, where applicable, are likely to be purchased or used by a Medina customer);

(g)    not infringe the Intellectual Property Rights of any third party;

(h)    be free from any third party lien, claim, title or interest;

(i)     be free from any genetically modified material (or material derived from crops that have been genetically modified, including additives and flavourings) except (in the case of Vendor Brand Products) where otherwise agreed in writing between Medina and the Supplier; and

(j)     not have been subjected to any irradiation treatment (including any ingredients/raw materials used in the Products).

3.2         The Supplier shall ensure that it (including its subcontractors and its supply chain) will at all times: (i) comply with all applicable laws, statutes, regulations and industry codes from time to time in force (including, but not limited to, the Modern Slavery Act 2015, the Data Protection Legislation defined in Clause 21, and the Bribery Act 2010); (ii) establish and maintain appropriate business standards, procedures and controls to ensure compliance with all applicable legislation, environmental regulations, labour laws, and best practice in the Supplier’s industry; (iii) align and comply with Medina’s business policies and codes, as may be amended from time to time, which are available at www.Medina.co.uk and at www.sysco.com or on request (including Sysco’s Supplier Code of Conduct, Medina’s Ethical Trading Code of Conduct, Modern Slavery Policy and Anti-Corruption and Bribery Policy, and Medina’s Corporate Social Responsibility priorities and initiatives). The Supplier warrants that it has carried out such checks as a leading, prudent supplier could reasonably be expected to carry out to comply with all the aforementioned legislation and regulations and that it is in all the circumstances reasonable for Medina to rely on those checks.

 

4.           PRODUCT INFORMATION & PACKAGING

4.1         The Supplier shall provide Medina with any data relating to the Products which Medina reasonably requires, including product ingredients, nutritional information and data relating to allergens to enable formulation of a comprehensive Product Specification for the Products and otherwise to satisfy Medina that appropriate legislative or regulatory requirements are complied with, such information to be provided as reasonably required by Medina from time to time. The Supplier warrants and undertakes that all product information, including full particulars of all allergens, is and shall be kept full, accurate and complete in all respects.

4.2         In the case of Medina Own Brand Products or fresh produce Products:

(a)    no changes shall be made to the agreed Product Specification without the prior agreement of Medina’s Technical Department and Procurement Manager; and

(b)    the Supplier has and shall maintain membership with SEDEX (https://www.sedex.com/), unless otherwise agreed with Medina in writing. 

4.3             In the case of Vendor Brand Products:

(a)    the Supplier shall register on Erudus (https://erudus.com/) (or such other product data platform as agreed in writing between the parties) and shall be responsible for inputting all Vendor Brand Product data onto the data platform and for any subscription charges; 

(b)   the Supplier shall provide Medina with reasonable advance notice (and, in any event a minimum of 8 weeks’ notice) of any changes to the Product Specification. Notice to be provided in writing to Medina’s Technical Department and Procurement Manager and include: (i) details of the changes being made to the Product Specification; (ii) the date upon which the changes will take effect; and (iii) details of any new product codes or product identifiers. 

(c)    the Supplier shall ensure that the Product Specification held on the data platform is accurate and always kept up to date.  Where the Product Specification changes, the Supplier shall immediately update the data platform to ensure it accurately reflects the Products being delivered to Medina at any point in time. 

4.4             Medina shall not be responsible for verifying the ingredients (including allergens) contained in any of the Products and the Supplier shall be responsible for any labelling errors made by it or its suppliers. The Supplier shall remain responsible for any failure by it to supply any such Products with correct product information and labelling.

4.5             In the event that in anticipation of Orders the Supplier has produced Products or packaging which bear Medina’s labelling or any other reference to Medina, its products or services which Medina notifies the Supplier in writing are in excess of its requirements, the Supplier may dispose of such Products or packaging to third parties but only after it has removed Medina’s labelling and any other reference to Medina, its products or services from such Products or packaging.

 

5.            E-COMMERCE

5.1         The Supplier shall ensure that its systems are fully compatible with Medina’s e-commerce systems and programmes from time to time.  

 

6.            SUPPLIER PREMISES

6.1         The Supplier’s premises, equipment, machinery and other apparatus used in connection with the manufacture, storage and supply of Products will comply with the appropriate standards of cleanliness and hygiene. 

6.2         All manufacturing premises of the Supplier supplying Medina with foodstuffs have attained: (i) ‘B’ or higher grade certification against the BRC Global ­Standard for food; and (ii) catering supplies and equipment, certification against the BRC Global Standard for consumer products unless otherwise agreed in writing between Medina and Supplier.

6.3         Medina reserves the right for its employees or representatives to visit the Supplier’s premises to verify at source that the Products conform with the Terms and Conditions. The Supplier shall provide Medina with all facilities reasonably required for inspection and testing. Such inspection and testing shall not absolve the Supplier from liability or responsibility under the Terms and Conditions nor imply acceptance of any of the Products.

 

7.           INTELLECTUAL PROPERTY RIGHTS

7.1         The Supplier shall indemnify Medina from and against any and all liability, actions, proceedings, claims, costs, expenses, losses or damage incurred by Medina in relation to any actual or alleged infringement of any Intellectual Property Rights arising out of the sale or use of the Products provided always that the Supplier shall not be required to indemnify Medina against such infringements where the Products are supplied to the particular design or specification of Medina.

7.2         The use by the Supplier of any material in which the Intellectual Property Rights are vested in Medina shall be limited solely to performance of the Order in accordance with Medina’s instructions.

7.3         Labels, packaging and any other materials bearing or subject to Medina’s name, trade mark or other Intellectual Property shall, upon termination or cancellation of an Order, be at Medina’s option either delivered up to Medina carriage paid or destroyed.

7.4         All data, specifications, recipes or other materials supplied by or paid for by Medina in connection with the supply of the Products (including the Intellectual Property Rights therein) shall be and remain the property of Medina. The Supplier hereby waives any lien or other rights that it might otherwise have on or in respect of any of Medina ’s property.

7.5         Where Medina commissions the Supplier under or in connection with the Order to create any work, design, concept, data, invention, recipe, new product or improvement, ownership of such deliverables including all Intellectual Property Rights therein shall vest in Medina upon their creation and any right, title or interest which may be vested in the Supplier is hereby assigned to Medina with full title guarantee, with the intent that all such Intellectual Property Rights created shall be the sole and absolute property of Medina. 

7.6         The Supplier shall on request give to Medina the originals and copies of all deliverables of whatsoever nature in its possession or under its control belonging to Medina pursuant to Clauses 7.4 and 7.5.

 

8.           CONFIDENTIALITY

8.1         The Supplier undertakes that it shall not at any time disclose any Confidential Information to any third party whatsoever, provided that the Supplier may disclose the Confidential Information (i) to its employees who need to know such information for the purposes of carrying out its obligations to Medina, provided that such employees are made fully aware of the confidential nature of the information and the Supplier remains at all times responsible for its employees’ compliance with this Clause 8; and (ii) as may be required by law, court order or any government or regulatory authority.

8.2         The Supplier will not directly or indirectly disclose it or use the Confidential Information for any purpose, other than to fulfil its obligations to Medina under the Order. For the avoidance of doubt, the Supplier shall not otherwise make use of the confidential information for its own commercial benefit, for example by approaching, soliciting the business of or entering into a supply agreement (whether directly or indirectly) with any customer of Medina whose details have been disclosed pursuant to the Order. 

8.3         For the term of the Product Contract and six months thereafter, the Supplier shall not knowingly enter into any contract with a customer of Medina for the supply of the same or similar Products direct to that customer unless otherwise agreed in writing with Medina. For the avoidance of doubt, this restriction shall not apply to suppliers of Nominated Products.  

8.4         The Supplier shall immediately return to Medina or destroy any Confidential Information upon the request of Medina. 

8.5         The Supplier shall not use the name of Medina or any customer of Medina for advertisement or publicity of any type, whether written or oral, without the prior written consent of Medina. 

8.6         The Supplier agrees that, in order to protect the Confidential Information of Medina, it will not without Medina’s prior written consent, employ any senior member of Medina’s personnel for six months from the date on which they leave Medina ’s employment.

 

9.            PRICING

9.1         The Product price shall be as agreed in the Product Contract and shall not be subject to any increase or additional levy unless agreed in writing by Medina or, in the case of Nominated Products, as set out in Clause 12. Subject always to any fixed Product pricing agreed in the Product Contract, any price increase proposed by the Supplier must be agreed by Medina 3 months in advance of the application of such increases and the Supplier must provide satisfactory justification in support of such increases. Where applicable, any increases sought should be timed to coincide with the issue by Medina of its own customer price lists.  

9.2         The Supplier will use its best endeavours not to sell or offer to sell the Products to a comparable customer (meaning a customer that purchases the Products in substantially similar volumes as Medina) for less than the price agreed with Medina. 

9.3         For the avoidance of doubt, the price agreed between Medina and the Supplier shall include all associated costs, including the cost of packaging, insurance, carriage of the Products, import taxes and any other trade duties or tariffs, unless otherwise agreed in writing between Medina and the Supplier.  

 

10.          INVOICING & PAYMENT

10.1       All invoices must be validated against delivery notes. Medina shall be under no obligation to accept or pay for any Products supplied other than in accordance with the Order and the Terms and Conditions. Invoices may not be issued prior to the date of delivery of the Products. All invoices must quote Medina’s purchase Order number and the relevant Medina product code(s) and be sent to Medina at an address specified by Medina. A signed delivery note will be made available on request. 

10.2       In the event of a disputed invoice, Medina may withhold payment of the full amount of the invoice pending agreement of the amount outstanding. Alternatively, Medina may raise and forward to the Supplier a detailed debit note for the difference and deduct such amount from the invoice. Medina may, at its discretion, charge an additional administration fee. 

10.3       Unless otherwise previously agreed in writing, payment will be made by BACS. Subject to Clause 12 (Nominated Products), Medina shall pay for the Products weekly, no earlier than 42 days from end of month unless stated otherwise in the Product Contract or the Supplier Form of the individual Supplier. 

10.4       Medina may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to Medina against any liability of Medina to the Supplier.  

10.5       If the Supplier does not supply an invoice for Products delivered within 6 months of the date of delivery Medina shall not be obliged to make payment for the Products. 

10.6       The Supplier shall ensure that Medina is correctly notified at all times of the correct amount of VAT for each Product.  The Supplier shall be liable for all costs incurred by Medina as a result of the Supplier failing to notify Medina of the correct VAT status or changes thereof.

 

11.         DELIVERY

11.1       Unless otherwise agreed the Supplier shall deliver the Products to such destination as Medina may direct. Each delivery shall be accompanied by a delivery note clearly marked with Medina’s Order number, the description and number of units of the Products, the unit size and, if appropriate, the best before date of all Products, as well as such other relevant information or paperwork required by the Terms and Conditions or by any applicable legislation or regulations, or as otherwise requested by Medina. 

11.2       The Supplier will deliver the Products to Medina on a “DDP” (Delivered Duty Paid) basis unless otherwise agreed in writing.     

11.3         Time is of the essence for an Order. If the Products are not delivered at the date and time specified in the Order, the Terms and Conditions or otherwise agreed between Medina  and the Supplier, Medina may, without liability and without prejudice to any other rights or remedies it may have: (a) terminate the Order by notice to the Supplier effective upon receipt in respect of Products not yet shipped or services not yet rendered; (b) buy substitute Products elsewhere and recover from the Supplier any additional expenditure reasonably incurred; and (c) where an out of stock situation is created for Medina due to the Supplier’s failure to deliver the agreed quantity at the agreed time, seek appropriate recompense from the Supplier which may be based on the value of each lost sale to Medina at ’s selling price. If the failure to deliver is to a manufacturing site, Medina may also recover from the Supplier costs in relation to lost production time, wastage of other raw materials and/or any other costs due to this failure. 

11.4         The Products will be delivered to the destination directed by Medina at the risk of the Supplier who will maintain adequate insurance. Title and risk shall pass from the Supplier to Medina at the point where the Products have been unloaded, checked and accepted on Medina’s behalf at the designated delivery point.

 

12.          NOMINATED PRODUCTS

12.1       The price and Product Specification of any Nominated Products will be agreed directly between the Supplier and the parties’ mutual customer. Any variation to the price of a Nominated Product, or any instruction to delist a Nominated Product, will only be accepted and actioned by Medina on written instruction from Medina’s customer, subject to a minimum 14 days’ written notice.

12.2       In the event that Medina is required to participate in any rebate process in connection with any special pricing arrangement agreed between the Supplier and the parties’ mutual customer, it may charge the Supplier an appropriate administration fee to cover its costs of doing so.

12.3       Medina will pay the Supplier for Nominated Products only after it has received full payment in cleared funds for the Nominated Products from its customer provided that payment will be made no sooner than 42 days after end of month of delivery (unless otherwise agreed in the Product Contract or Supplier Form).

12.4         Where the Medina customer has made only part payment of total amounts invoiced by Medina, monies received will be allocated first to the payment of Medina wholesale debt and then to Nominated Product stock ordered on the customer’s behalf.

12.5         For the avoidance of doubt, in no circumstance will Medina be liable to pay the Supplier of Nominated Products for such Nominated Products except as set out in Clause 12.4 above, including, but not limited to, where a deterioration of the customer’s financial situation or its insolvency leaves it unable pay its invoices in full to Medina and Medina is holding stock of Nominated Products. Where the customer has failed to order or pay for Nominated Product stock for any reason, the Supplier will be offered the opportunity to collect the Nominated Product stock from Medina, or alternatively will instruct Medina to dispose of such Nominated Products at the Supplier’s expense. 

 

13.         REJECTION

13.1       Without prejudice to any other rights it may have, if any of the Products or packaging is found to be defective or, in Medina’s reasonable judgment, to not comply with the Order or the Terms and Conditions (including without limitation the warranties at Clause 3), Medina shall be entitled to reject those Products or any part of them irrespective of whether Medina had initially accepted them. The whole of any consignment may be rejected if a reasonable sample of the Products taken randomly from that consignment is found in Medina’s reasonable judgment not to conform in every material respect with the aforementioned requirements.

13.2       Medina will be entitled to return rejected Products to the Supplier (and the Supplier shall bear all risks and expenses related to the return of rejected Products including without limitation freight, duties and insurance) or Medina may elect to store such Products at the Supplier’s risk subject to a storage charge payable by the Supplier for the period until collection by the Supplier or destruction by Medina (and the costs of such destruction by Medina shall be borne by the Supplier). In any event, Medina shall be entitled to charge the Supplier for any costs incurred by Medina as a result of rejections of Products. 

13.3       In the event that rejected Products are returned to the Supplier, the Supplier shall ensure that any Medina labelling and any other reference to Medina, its products or services is removed from such Products prior to their subsequent disposal to any third party or otherwise. 

13.4       Any acceptance by Medina of Products which are in any way defective or which do not otherwise conform with the Terms and Conditions or any term implied by law shall be without prejudice to any rights or remedies which Medina may have against the Supplier.

13.5       Except in the case of Nominated Products, where Products are rejected by Medina pursuant to this clause, then (at Medina’s sole discretion) Medina may require the Supplier to immediately replace the rejected Products or Medina may recover from the Supplier any costs it incurs in obtaining substitute Products from a third party. For the avoidance of doubt, the Terms and Conditions shall apply to any replacement Products supplied. 

 

14.         TERMINATION

14.1       Without prejudice to any of its other rights or remedies and without incurring any liability, Medina may terminate an Order or any part thereof in the event that the Supplier commits a material breach of its obligations contained in the Terms and Conditions or any form of insolvency proceedings are commenced in respect of the Supplier. Upon receipt of a notice of termination from Medina, the Supplier shall immediately stop and cause all of its suppliers and sub-contractors to stop all work under the Order or the part which has been terminated.

 

15.         COMPLAINTS

15.1       Without prejudice to Clause 17 (Indemnity), where Products are found not to conform to the Terms and Conditions, any costs associated with complaints from customers relating to the Products which are dealt with by Medina will be reimbursed by the Supplier in addition to such standard handling charge as Medina may impose from time to time and all reasonable reimbursements or compensation to claimants provided to customers by Medina. In the case of injury to customers or a serious complaint, the Supplier shall promptly provide Medina with all assistance reasonably required by Medina until the matter is resolved.

 

16.         RECALLS/CLAIMS

16.1       The Supplier shall immediately inform Medina of any actual or suspected food safety or quality issue which may affect the Products, whether discovered before or after delivery. Without prejudice to Clause 17 (Indemnity) in the event of a withdrawal of any of the Products due to any food safety or quality issue, or a Product recall required by the Supplier or reasonably determined to be necessary by Medina, the Supplier shall be responsible to Medina for all costs, losses and expenses incurred by Medina including without limitation loss of profit on sales, administration, recall and disposal/return expenses and any other consequential costs which may be incurred.

 

17.          INDEMNITY

17.1       The Supplier shall defend, indemnify and hold Medina and its Affiliates harmless against any and all demands, damages, claims, liabilities, losses, costs and expenses (including legal expenses) arising out of or resulting from:

(a)          any claim made against Medina by a third party for death, personal injury or damage to property arising out of or in connection with defects in Products or with their delivery to Medina; 

(b)          the breach, negligent performance or failure or delay in performance of the Terms and Conditions, or wilful misconduct by the Supplier, its employees, agents or subcontractors;

(c)           any claim made by an employee or other representative of the Supplier for personal injury, death or damage to property arising out of any occurrence on premises operated by Medina or its Affiliates, except to the extent caused by the sole negligence of SGG or its Affiliates. 

 

18.         INSURANCE

18.1       The Supplier shall maintain in force with an insurance company of good repute, product liability and public liability insurance in the minimum sum of £10 million pounds each, or such other sum as may be agreed, in respect of any one incident and in the event that the Supplier fails to do so Medina may effect such insurance and charge the cost of the same together with an administrative charge of 5% to the Supplier.

 

19.         Anti-corruption and Bribery

19.1       As a matter of corporate policy and as strictly prohibited under the Medina Ethical Trading Code of Conduct and the Sysco Supplier Code of Conduct, Medina expressly prohibits payments or offers of bribes and/or facilitation payments in connection with Medina’s business operations by any supplier or agent engaged to provide products or services to Medina .

19.2       The Supplier undertakes and agrees that it and its Affiliates will comply with the above policies and with all applicable laws, rules and regulations relating to anti-corruption and anti-money laundering including, without limitation, the Bribery Act 2010. 

19.3       The Supplier shall ensure that any person associated with the Supplier who is performing services or providing Products in connection with an Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this Clause 19. The Supplier shall be directly liable for any breach by such persons of this Clause 19. 

19.4       The Supplier shall notify Medina promptly upon discovery of any instance where Supplier, its Affiliates or persons associated have failed to comply with any provisions of this Clause 19.

 

20.          ANTI-FACILITATION OF TAX EVASION 

20.1       The Supplier shall not engage in any activity, practice or conduct which would constitute either (i) a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017, or (ii) a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017. 

20.2       The Supplier shall; 

(a)          have and shall maintain in place at all times measures as are both reasonable to prevent the facilitation of tax evasion by another person (including without limitation employees of the Supplier) and to ensure compliance with this Clause 20; 

(b)          promptly report to Medina any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017, in connection with the performance of its obligations under the Terms and Conditions; and 

(c)           ensure that any person associated with the Supplier who is performing services in connection with any Order does so in compliance with obligations equivalent to those imposed on the Supplier in this Clause 20. The Supplier shall be directly liable to Medina for any breach by such persons of this Clause 20. 

 

21.          Data PRIVACY & Protection 

21.1       The parties acknowledge that under these Terms and Conditions each party acts as an independent data controller. Neither party will act or is authorised to act as a processor for the other party. In the event of a party becoming a processor for the other, processing shall be subject to Data Protection Laws, and the parties shall promptly put in place written processor terms that comply with the Data Protection Laws. 

21.2       For the purposes of these Terms and Conditions each party agrees to: 

a)            comply with the Data Protection Laws in the performance of their obligations under these Terms and Conditions;

b)            only transfer personal data cross-border in accordance with Data Protection Laws;

c)            notify the other party of any actual or suspected personal data breach relating to these Terms and Conditions promptly (and in any event, within twenty-four (24) hours) of becoming aware; 

d)            notify the other promptly (and in any event within forty-eight (48) hours) of receipt of a data subject rights request;

e)            provide reasonable assistance to the other party to comply with any data subject requests; and 

f)            take the appropriate technical and organisational security measures to ensure the security of personal data processing in accordance with Data Protection Laws. 

21.3       The expressions "controller", "process", "processor", "processing", "data subject", “personal data” and "personal data breach" have the meanings given to them in the Data Protection Laws.

 

22.         PLASTIC PACKAGING TAX 

22.1       The Supplier shall comply with all of its liabilities with regard to the Plastic Packaging Tax under the Finance Act 2021. 

22.2       With regard to the composition of plastic packaging in Products sold to Medina, the Supplier shall provide to Medina any information it reasonably requires from time to time and will promptly notify Medina of any changes. 

22.3       The Supplier shall indemnify the Customer against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by, or awarded against, the Supplier as a result of any breach of this Clause 22 by the Supplier.

 

23.         GENERAL

23.1       The Terms and Conditions (and any documents referred to in the Terms and Conditions) constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to its subject matter.  

23.2       The Supplier shall not assign or transfer its rights or obligations under the Terms and Conditions, or sub-contract the production or supply of any Products without the prior written consent of Medina.

23.3       Neither Medina’s failure to insist on the performance of any of these Terms and Conditions, nor its failure to exercise any right or privilege, nor its waiver of any breach hereunder, shall be deemed to be a waiver of any of these Terms or Conditions. 

23.4       Medina’s signature of receipt, inspection, testing, payment for or use of the Products furnished under an Order shall not affect the Supplier’s obligations under the warranties contained in these Terms and Conditions which shall survive Medina’s inspection, testing, acceptance and/or use. 

23.5       The rights and remedies provided by these Terms and Conditions are cumulative and are not exclusive of any rights or remedies provided by law.

23.6       The parties do not intend that these Terms and Conditions will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

23.7       If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms and Conditions. 

23.8       Medina reserves the right to amend these Terms and Conditions from time to time. A copy of the latest version is available on request.

23.9       These Terms and Conditions shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts over any claim or matter arising under or in connection with these Terms and Conditions.

 

Version: July 2025