Speedy Group Terms and Conditions of Purchase for Suppliers
"Contract" means a contract for the supply of Goods or Services incorporating an Order and the Supplier Code of Conduct Agreement (incorporating the Speedy Group Terms and conditions of Purchase) or, where applicable, the relevant Trading Agreement.
"Order" means the order or orders placed by Speedy under this Supplier Code of Conduct Agreement or a Trading Agreement
“Force Majeure Event” means any circumstance not within a party's reasonable control including (but not limited to), without limitation Acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); and interruption or failure of utility service.
"Goods" means the goods which are the subject of the Order including, without limitation, plant, machinery, equipment, vehicles and materials (including packaging), whether raw or partly or wholly manufactured
"Group" means in relation to either party, each of its group undertakings ("group undertaking" to be interpreted in accordance with section 1161 of the Companies Act 2016)
"Services" means any services to be provided to Speedy in connection with the Order
"Speedy" means the Speedy Group company named in any Trading Agreement or placing any Order
"Speedy Group" means the Group of companies whose ultimate parent undertaking is Speedy Hire plc ("parent undertaking" to be interpreted in accordance with section 1162 of the Companies Act 2016)
"Supplier" means the person, firm or company to whom the Order is issued
"Trading Agreement" means the agreement entered into between Speedy and the Supplier,
1 APPLICATION OF THESE CONDITIONS
1.1 Orders will be placed verbally or electronically (by either e-mail or fax) by Speedy subject to these terms. Where a verbal Order has been accepted, it is the responsibility of the Supplier to ensure that an electronic copy is also provided to ensure authenticity.
1.2 An Order will only be binding on Speedy if it contains a valid Speedy purchase number. The onus is on the Supplier to satisfy itself that it has obtained a valid purchase order number. If in doubt the Supplier should contact the Speedy Supply Chain Team. However, the Supplier acknowledges Speedy's right to cancel any Order contained in Condition 17 of these conditions.
1.3 Save as expressly provided these Conditions shall govern the Contract to the exclusion of any other terms and conditions (including any terms and conditions of sale put forward by the Supplier).
1.4 The Supplier shall inform Speedy immediately if it does not wish to accept an order.
1.5 The performance of Services or delivery of Goods by the Supplier pursuant to the Order shall constitute acceptance of these conditions where acceptance has not previously been communicated to Speedy.
2 DELIVERY/ADVICE NOTES
2.1 The Contract for the supply of Goods or Services will comprise the following documents:
2.1.1 the terms of any Supplier Code of Conduct Agreement agreed between Speedy and the Supplier;
2.1.2 the terms of the Order; and
2.1.3 these Conditions.
2.2 In the event of a conflict or inconsistency between any of the documents listed in Condition 2.1 above, they will prevail over each other in the order listed above (and for the avoidance of doubt the document
2.3 Unless otherwise agreed in writing and/or set out in the Trade Agreement/, the Supplier shall deliver all Goods on the next working day (being any day other than Sunday or a bank or public holiday in England) following receipt of any Order and shall deliver within Speedy's normal working hours (being 07:30 am to 17:00 pm Monday/ Friday 8:00am to 12:00 pm Saturday) and shall comply with any timetable specified by Speedy in relation to performance of Services.
2.4 All Goods supplied against the Order, properly packed and secured in such a manner as to reach their destination in good condition, shall (unless otherwise directed by Speedy) be delivered by the Supplier to Speedy's specified premises carriage paid, where agreed in advance and or under a Trade Agreement, in accordance with Speedy's instructions and bearing Speedy's order number on each package and displaying a delivery note on the outside of any packaging.
2.5 Delivery shall be completed when the Goods have been unloaded by the Supplier at the point of delivery or the required service has been completed as specified in the Order and the delivery has been accepted by a duly authorised agent, employee or site representative of Speedy.
2.6 The Supplier shall ensure that the Goods are delivered with all reasonable skill and care and in such a way as to not cause any damage to Speedy's premises. For the avoidance of doubt, the Supplier shall be responsible for unloading the Goods to any location reasonably specified by Speedy.
2.7 The Supplier shall ensure that whilst on Speedy's premises (or Speedy's customers premises) that its employers and any agents or subcontractors shall comply with all working practices and reasonable instructions in force in relation to that site.
2.8 Speedy will be willing to accept delivery of the Goods before the date specified in the Order if the Supplier first notifies the relevant Speedy location of its intention and it is agreed between both parties.
2.9 If a carrier is specified in connection with the Order such carrier shall be deemed to be an agent of the Supplier and not of Speedy.
2.10 Consignment or part deliveries may be rejected unless Speedy has agreed in writing to accept such deliveries.
2.11 Unless otherwise stated in the Order the Supplier is responsible for obtaining all the export and import licences for the Goods and shall be responsible for any delays due to such licences not being available when required.
2.12 In the case of Goods supplied from outside the United Kingdom, the Supplier shall ensure that accurate information is provided to Speedy as to the country of origin of the Goods and shall be liable to Speedy for any additional duties or taxes for which Speedy may be accountable should the country of origin prove to be different from that advised by the Supplier.
2.13 The Supplier and Speedy shall continue to work together to establish continual improvements that can be made in relation to all deliveries made in order to facilitate overall reduction of both parties carbon footprint.
3 TIME OF DELIVERY
3.1 Where time is specified such provision shall be of the essence of the Contract.
3.2 Failure by the Supplier to adhere to any provision as to time contained in the Order shall entitle Speedy at its option to treat the Contract as repudiated in whole or in part. Speedy shall be entitled to exercise its option at any time unless a written extension of time has been given to the Supplier by a director of Speedy and the time of any extension has not elapsed.
3.3 Failure by Speedy to exercise its option under Condition 3.2 in respect of any part of an Order shall not be deemed to constitute a waiver with respect to any subsequent part of that Order.
3.4 Unless an extension of time has been agreed by Speedy in accordance with Condition 3.2, the Supplier's failure to effect delivery on the date or dates specified shall entitle Speedy to purchase substitute Goods and to hold the Supplier accountable for all loss or additional costs (or both) incurred as a result.
4 PRICE AND PAYMENT
4.1 Unless otherwise agreed by Speedy in writing:-
4.1.1 all prices are fixed, inclusive of delivery, packaging, VAT (if applicable) and any other applicable duties and taxes and are not subject to escalation;
4.1.2 invoices shall not be rendered by the Supplier without an official Speedy purchase order number and until completion of delivery of all of the Goods and performance of all of the Services which are the subject of the Order;
4.1.3 subject to any settlement discounts and extended payment terms agreed, payment shall be due 60 days at the end of the month following the month of receipt of a valid VAT invoice; and
4.1.4 all payments shall be made in the relevant currency from which country goods andlor services are procured. Speedy's preferred currency being pounds sterling.
4.1.5 Speedy shall, at its sole discretion, be entitled to make payment by a combination of methods including cheque, direct debit or bacs.
4.2 Speedy specifically reserves the right to withhold any amounts which are the subject of a bona fide dispute or to deduct from any monies due or to be become due to the Supplier any monies due to Speedy or any company within the Speedy Group from the Supplier.
4.3 Speedy shall not be responsible for the payment of any charges for Goods supplied or Services performed in excess of the Goods or Services required by the Order or any variation of it unless authorised in writing by a further priced Order.
4.4 No payment of or on account of the Contract price shall constitute any admission by Speedy as to proper performance by the Supplier of its obligations.
4.5 The Supplier shall at the end of each month send to Speedy at such address as Speedy may direct (in a legible and agreed format):
4.5.1 a report detailing the level of turnover in that month and on a cumulative basis in the year to date;
4.5.2 a monthly statement of account quoting the invoice numbers applicable to each item; and
4.5.3 any other report reasonably required by Speedy.
4.6 Failure to comply with the following requirements may mean delay in payment but no prompt payment discount shall be forfeited by Speedy due to the failure of the Supplier:-
4.6.1 to send on the day of despatch for each consignment such advice(s) of despatch and invoice(s) as may be indicated on the Order; or
4.6.2 to send a monthly statement of account quoting the invoice numbers applicable to each item caused by it; or
4.6.3 to mark clearly Speedy's order number on each consignment package, packing notes, advice notes, invoices, monthly statements and all other correspondence relating to them.
5.1 The Supplier will be responsible (where practical and agreed) for taking the necessary steps to recover packaging (excluding storage cases for the product itself) to facilitate safe & legal disposal/ recycling of packaging provided at the time of delivery of goods.
5.2 The Supplier will be responsible to provide details of all packaging used for each individual product supplied such as the material content, weight, durability, recyclability.
5.3 The Supplier will provide reports to Speedy on the level of packaging supplied on a monthly basis, in line with the purchases made for that given period of time.
5.4 Speedy shall only be responsible for returning cases or other durable packaging to the Supplier if Speedy accepts such responsibility in the Order.
5.5 The Supplier and Speedy shall continue to work together in order to reduce packaging and the overall carbon footprint of both parties.
6.1 If for any reason Speedy is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery the Supplier shall at its expense store the Goods for a reasonable time having regard to the circumstances and shall safeguard them and take all reasonable steps to prevent their deterioration until their actual delivery.
6.2 Where Speedy has paid for stock in advance of delivery and such stock is held at the Suppliers premises for call off by Speedy, the Supplier shall safeguard such stock and take all reasonable steps to prevent their deterioration until delivery has been effected.
7 RISK AND TITLE
Unless otherwise stated on the Order, risk in the Goods purchased shall pass to Speedy upon completion of delivery as specified in Condition 3.2 and title to the Goods or any part of the Goods shall pass upon the earlier delivery or the time of any payment being made for them. Unless otherwise agreed in writing the Supplier shall be responsible for transport and unloading costs and insurance of Goods to their full value against all risk of damage or loss prior to completion of delivery.
8 FREE ISSUE MATERIALS
8.1 Where Speedy issues materials (including but not limited to decals bearing the Speedy logo) to the Supplier for use in connection with the Order such materials shall be and remain the property of Speedy.
8.2 The Supplier shall maintain such materials in good order and condition and at its risk and shall use them only in connection with Orders issued by Speedy.
8.3 The Supplier shall dispose of any surplus materials in accordance with Speedy's directions and any materials wasted as a result of the Supplier's bad workmanship or negligence shall be replaced at the Supplier's expense.
The Supplier shall at any time forthwith upon Speedy's request deliver up to Speedy all materials issued by Speedy.
9 QUALITY AND GUARANTEE
9.1 Goods shall be of first class quality, new and shall be supplied strictly in accordance with any samples of goods (including colour) previously supplied, the quantities, drawings, specifications, standards and stipulations contained in or annexed to the Order and, unless otherwise agreed in writing, shall conform to all relevant UK and EC standards, specifications and conditions and all work and Services performed by the Supplier shall be in accordance with best practice.
9.2 The Supplier warrants its expertise and confirms the accuracy of all statements and representations made in respect of the Goods and Services prior to the Order.
9.3 Nothing contained in these conditions shall in any way detract from the Supplier's obligations under common law or statute or any express warranty or condition contained in the Order.
9.4 Speedy shall be entitled to require the Supplier to perform the obligations contained in Condition 9.7 or, at its option, reject the Goods and treat the Contract as repudiated at any time prior to the expiration of the following periods:-
9.5 where the defect is apparent on a visual inspection, one month after delivery to Speedy; or
9.6 in any other case one month after Speedy has discovered the defect in question.
9.7 Without prejudice to Speedy's right to treat the Contract as repudiated, where Speedy notifies the Supplier of any defective or damaged Goods (whether due to defective design, materials or workmanship or otherwise) or faulty workmanship in the provision of the Services, the Supplier shall at Speedy's option either repair the Goods or supply replacement Goods and shall bear all costs and expenses incurred by Speedy including but not limited to costs in relation to the premises at which the Goods are situated or to other plant and machinery in order to enable or facilitate such making good by the Supplier.
9.8 The Supplier agrees to assign to Speedy upon request the benefit of any warranty, guarantee or similar right which it has against any third party manufacturer or supplier of the Goods or any part thereof.
10 HEALTH AND SAFETY
10.1 The Supplier warrants that:-
10.2 in the design, manufacture, supply or installation of the Goods (including all work on site) and the provision of information relating to them it will comply with the duties imposed on it by the Health and Safety at Work etc. Act 1974 or any amendment thereto or re- enactment thereof and of all other statutory provisions, bye-laws, rules and regulations so far as they are applicable to the site or the Goods and that it will perform the Contract such that no liability is incurred by Speedy under such statutory provisions, bye-laws, rules and regulations; and
10.3 that all Goods supplied will be supplied with all necessary safety guards and devices sufficient to comply with current statutory requirements. Where Goods are to be supplied without guards or safety devices then the Supplier must:-
10.3.1 state such to be the case in writing in its quotation or acknowledgement of order; and
10.3.2 specify in writing such guards and devices as will be required to be purchased by Speedy.
10.4 that all Goods supplied are produced in accordance with good labour practices and on fair working conditions.
10.5 that all goods will comply with best practice and any specific instructions or specifications Speedy may issue from time to time in relation to Health and Safety.
The Supplier agrees to indemnify Speedy against:-
11.1 all losses, costs, damages, expenses and claims caused to and made against Speedy which would not have been caused or made had the Supplier fulfilled its express or implied obligations under this Contract;
11.2 any claims for infringement of any patents, design right, copyright, registered design, or trade mark by reason of the use or sale of the Goods supplied (save where the same shall have been manufactured in accordance with specifications or designs supplied solely by Speedy) and against all losses, costs, damages, expenses and claims which Speedy may incur or have to bear or for which Speedy may become liable as a result of such claims for infringement;
11.3 all claims arising out of errors and omissions in any instructions, drawings, packing details or other particulars supplied by the Supplier; and
11.4 all claims made against Speedy arising out of the acts and omissions of the Supplier, its employees, agents or its sub-contractors.
12 MARKING OF GOODS AND PUBLICITY
12.1 Neither the Order nor the name of Speedy shall be disclosed to any third party or used by the Supplier or any sub-contractor for advertisement or publicity purposes without Speedy's prior written consent.
12.2 The Supplier shall not either during the period of the Order or at any time thereafter disclose to any person, firm or company any trade secrets of Speedy.
The Supplier shall not at any time deliver any goods bearing any reference to Speedy or any Speedy logo or trade- mark to any third party.
13.1 Without prejudice to any other rights or remedies to which it may have, Speedy may terminate the Order (and the Supplier Code of Conduct Agreement and/or any Trading Agreement) immediately and without liability if:-
13.2 the Supplier shall become bankrupt or, under Section 123 of the Insolvency Act 1986, be deemed to be unable to pay its debts or shall compound with its creditors or if a resolution shall be passed or proceedings commenced for the liquidation of the Supplier (other than for a voluntary solvent winding up for the purpose of reconstruction or amalgamation) or if a receiver or manager or administrator shall be appointed over all or any part of its assets or undertaking; or
13.3 the Supplier breaches any of its obligations under the Contract and fails to rectify such breach within seven days of receipt of written notice from Speedy requiring it to be remedied.
14 DATA PROTECTION
The following definitions apply in this clause 14
Controller has the meaning given to "controller" in the GDPR;
Data Protection Law means all applicable laws, regulations, and requirements of regulatory guidance, in any jurisdiction, relating to data protection, privacy, and confidentiality of Personal Data, including the GDPR and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended and re-enacted from time to time, applicable to either party;
GDPR means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;
Personal Data means any information relating to an identified or identifiable natural person (Data Subject); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
Processing means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction; and
Processor has the meaning given to "processor" in the GDPR.
14.1 The parties acknowledge and agree that for the purposes of this Supplier Code of Conduct Agreement Speedy is the Controller and the Supplier is a Processor in respect of all Personal Data processed pursuant to this Supplier Code of Conduct Agreement. Both parties shall at all times comply with their respective obligations under Data Protection Law.
14.2 Speedy shall obtain all relevant consents from and/or provide such fair processing notices as applicable to Data Subjects to enable the provision of products and services by the Supplier in compliance with the Data Protection Laws.
14.3 To the extent that the Supplier is Processing Personal Data on behalf of Speedy in connection with the provision of the products and services, the Supplier shall:
(a) only Process such Personal Data solely for the purpose of providing the products and services and in accordance with the table below and Speedy’s documented instructions and not for any other purpose, unless required to do so by applicable law to which the Supplier is subject, in which case the Supplier shall inform Speedy of that legal requirement before commencing Processing unless that law prohibits such notification;
(b) inform Speedy as soon as possible if the Supplier is of the opinion that an instruction of Speedy regarding the Supplier's Processing of Personal Data infringes Data Protection Law;
(c) ensure that all agents, employees and subcontractors of the Supplier that Process Personal Data pursuant to the Agreement are subject to suitable confidentiality and data processing obligations;
(d) implement appropriate technical and organisational measures in accordance with Articles 5 and 32 of the GDPR to ensure a level of security appropriate to the risks presented by Processing;
(e) not transfer Personal Data to, or permit the processing of Personal Data by, any third party other than its subcontractors except with Speedy's prior written consent and once the Supplier has entered into a written contract containing obligations that are equivalent to those set out in this data protection clause;
(f) maintain a record of all its processing activities under or in connection with this Supplier Code of Conduct Agreement and of the measures implemented under this data protection clause in accordance with Article 30 of the GDPR;
(g) provide such assistance to Speedy as reasonably necessary for Speedy to satisfy itself that it is meeting its obligations in respect of Data Subject rights under Data Protection Law, taking into account the nature of the processing and information available to the Supplier;
(h) provide such assistance to Speedy as may be reasonably requested, at Speedy's expense, in undertaking a data protection impact assessment and in consulting with competent authorities;
(i) notify Speedy, without undue delay, of:
i) any breach of the security measures required to be put in place pursuant to this data protection clause, including providing the information set out in Article 33 of the GDPR;
ii) any request for information from or complaint by a data protection authority in relation to Personal Data that the Supplier Processes for the purpose of providing the products and services; and
iii) any request to the Supplier by a Data Subject to exercise its rights under Data Protection Law such as to access, rectify, amend, correct, share, delete or cease Processing of his or her Personal Data;
(j) provide Speedy with all information necessary to demonstrate the Supplier's compliance with Data Protection Law;
(k) following expiration or termination of this Supplier Code of Conduct Agreement, return or safely destroy all Personal Data that the Supplier obtained in connection with providing the products and services and the Supplier shall promptly notify Speedy in writing once all such information has been returned or destroyed (as applicable in accordance with Speedy’s direction) provided that where continued storage is required by applicable law, the Supplier shall inform Speedy of those requirements (for clarity, the provisions of this data protection clause shall continue to apply to the Personal Data concerned, and the Supplier shall only Process this Personal Data to meet its legal obligations);
(l) not cause or allow Personal Data to be transferred to and/or otherwise processed outside the European Economic Area without Speedy's prior written approval.
Types of Personal Data to be Processed - Name, business address, telephone number(s), and email address
Categories of Data Subjects - Speedy personnel/representatives, Speedy customers, Speedy suppliers
15 CONSUMER PROTECTION ACT 1987 (THE "ACT")
15.1 The Supplier warrants that all Goods supplied to Speedy together with all necessary instructions, information and warnings supplied with them will be designed, manufactured and produced in such a manner as to ensure that under no circumstances could the Goods be held to be defective pursuant to Part 1 of the Act.
15.2 If the Supplier becomes aware at any time of any incidents, events or discoveries which are in any way relevant to the safe operation of Goods previously supplied, the Supplier shall without delay issue written notice of them to Speedy.
15.3 The Supplier shall indemnify, reimburse and compensate Speedy for all losses and damages (including costs, expenses and charges for legal action in which Speedy may be involved) which Speedy may incur or have to bear as a result of any claim or claims arising as a result of the Goods being adjudged defective pursuant to the provisions of Part 1 of the Act.
16.1 Any amendments to the Order shall be made by agreement evidenced in writing and signed on behalf of Speedy by the relevant member of Speedy personnel who submitted the original Order
16.2 The Supplier is responsible for ensuring receipt of an electronic copy of any Order that has been amended.
16.3 The Supplier shall advise Speedy immediately if such amendments either prevent the specified delivery date(s) being met or have any other significant implication regarding the Supplier's obligations to Speedy.
Without prejudice to any other specific provision of this Conditions or any other right available to it, Speedy shall have the right to cancel the Contract in whole or in part at any time by giving written notice to the Supplier whereupon all work under the Order (or the cancelled part) shall be discontinued and Speedy shall pay to the Supplier such proportion of the Order price as may be fair and reasonable having regard to the value of work done, of the Goods previously delivered and of Services performed under the Order and the ability of the Supplier to resell the Goods or Services; and on such payment no further sum or sums shall be due by way of damages, loss of profits or otherwise from Speedy to the Supplier by reason of such cancellation.
18 QUALITY STANDARDS
18.1 The Supplier shall ensure that it has appropriate quality standards management in place and shall on request provide evidence of any accreditations to Speedy.
18.2 The Supplier shall comply with any ethical policy Speedy may notify to the Supplier from time to time.
18.3 The Supplier shall comply with any environmental policy Speedy may notify to the Supplier from time to time.
18.4 The Supplier will provide complete and comprehensive usage instructions for the use of the Goods. Such instructions shall be easily legible and comply with any format agreed with Speedy.
18.5 Without prejudice to the generality of the remainder of this Clause 18 the Supplier shall ensure that it complies with best practice and any relevant legislation or governmental guidelines in relation to recycling and disposal of materials.
18.6 The Supplier undertakes to maintain adequate insurance cover (with insurers of repute) in respect of liability pursuant to the Act and this Agreement and to produce to Speedy without delay upon request a copy or copies of the relevant policy or policies of insurance.
19 INTELLECTUAL PROPERTY
19.1 All designs, inventions, patents, know how, new technology, improvements and all similar matters made, designed or developed by the Supplier in connection with the Contract shall be the sole property of Speedy and the Supplier shall procure at no charge to Speedy the execution of any and all papers necessary to perfect ownership by Speedy.
19.2 All material, drawings, patterns, gauges, samples, specifications and other technical data prepared by Speedy in connection with the Contract shall be and shall at all times remain the property of Speedy which shall be entitled to reproduce and use all such data at any time for any purpose whatsoever. The Supplier shall not use any such data except in connection with the Contract and shall return them to Speedy on demand.
The Supplier shall not be entitled to assign, factor, discount or otherwise deal with or transfer its rights or obligations under these Conditions or any Contract without the prior written consent of Speedy.
21 ENGLISH LAW
The parties agree that any disputes arising or in any way connected with the subject matter of this Agreement (whether of a contractual or tortious nature or otherwise) shall be subject to the laws of England and shall be subject to the jurisdiction of the English courts only except that Speedy may seek injunctive relief outside such jurisdiction.
22 THIRD PARTY RIGHTS
A person who is not a party to this Agreement (a "third party") shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 (the "Act") to enforce any term of this Agreement. Any right or remedy of a third party which exists or is available apart from the Act is not affected.
23 FORCE MAJEURE
23.1 Provided it has complied with clause 23.2, if Speedy is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
23.2 The Affected Party shall:
(a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
23.3 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than [4 weeks], the party not affected by the Force Majeure Event may terminate this agreement by giving  [weeks'] written notice to the Affected Party.