Terms & Conditions
Last updated: October 2026
The customer's attention is drawn in particular to clause 8.
1. Interpretation
1.1 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: the period from 9am to 5pm on any Business Day.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm acting wholly or mainly in the course of a trade, business, craft or profession who purchases the Goods from the Supplier.
Delivery Location: has the meaning given in clause 4.2.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).
Order: the Customer's order for the Goods, as set out in the Customer's written acceptance of the Supplier's quotation.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
Supplier: Polyaire Limited incorporated and registered in England and Wales with company number 02780551 whose registered office is at Headlands House, 1 Kings Court, Kettering Parkway, Kettering, Northamptonshire NN15 6WJ.
Warranty Period: has the meaning given in clause 5.1.
1.2 Interpretation
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its successors and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written excludes fax but not email.
2. Basis of contract
2.1 These Conditions apply only where the Customer is acting in the course of a business. The Supplier contracts on these Conditions only with persons acting for purposes wholly or mainly relating to their trade, business, craft or profession and not as consumers.
2.2 The Customer warrants and represents that it is entering into the Contract wholly or mainly for purposes relating to its trade, business, craft or profession and not as a consumer.
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.4 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer must ensure that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
2.5 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point and on which date the Contract shall come into existence.
2.6 Once accepted by the Supplier, an Order may not be cancelled, amended or suspended by the Customer except with the Supplier’s prior written consent.
2.7 Where the Supplier agrees to the cancellation, amendment or suspension of an Order, the Customer shall indemnify the Supplier against all Losses, costs, charges and expenses incurred by the Supplier as a result of the cancellation including procurement costs, Supplier cancellation charges, manufacturing costs, storage costs and transport costs.
2.8 The Customer waives any right it might have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.9 Any samples, drawings or advertising produced by or on behalf of the Supplier and any illustrations contained in the Supplier’s catalogues or brochures (whether digital or otherwise) are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.10 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.
3. Goods
3.1 The Goods are described in the Supplier's digital catalogue as modified by any applicable Specification.
3.2 To the extent that the Supplier manufactures (or appoints a third party to manufacture) the Goods in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all Losses incurred by the Supplier as a result of any claim that the Supplier's use of the Specification infringes the intellectual property rights of any third party. This clause 3.2 shall survive termination of the Contract.
3.3 The Customer shall be responsible for the accuracy and completeness of any measurements, drawings, quantities, specifications or other information supplied by or on behalf of the Customer to the Supplier and which are incorporated into or used in connection with any Specification. The Supplier shall be entitled to rely upon such information and shall have no liability for any loss, defect, delay or additional cost arising from any error, omission or inaccuracy in such information, and any Goods manufactured, modified or procured in accordance with such information shall be deemed to conform to the Contract notwithstanding any such error, omission or inaccuracy.
3.4 The Supplier reserves the right to amend the Specification if required by any applicable law or regulatory requirement, and shall notify the Customer in any such event.
3.5 The Supplier reserves the right to amend its digital catalogue and product literature from time to time. Any such amendment shall not affect orders already accepted by the Supplier unless required by law or agreed with the Customer.
4. Delivery
4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable) and special storage instructions (if any).
4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the lesser of (i) the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods and (ii) the price of the Goods not delivered. The Supplier shall not be liable for any failure to deliver the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If the Customer fails to accept delivery of the Goods within five Business Days of the Supplier notifying the Customer in writing that the Goods are ready for delivery, then, except where such failure is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9:00 am on the fifth Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until actual delivery takes place, and shall, without limiting its rights, be entitled to charge the Customer for all related costs and expenses (including insurance).
4.7 If the Supplier is unable to deliver the Goods due to any act or omission of the Customer, including but not limited to failure to provide access to the delivery location, failure to have an authorised representative available to accept delivery, provision of incorrect delivery information or an unattended site, the Supplier may recover from the Customer all resulting costs and expenses, including storage, handling, waiting time, transportation and redelivery costs.
4.8 If 10 Business Days after the date on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, without limiting its rights and after deducting reasonable costs and expenses related to storage (including insurance) and selling, charge the Customer for any shortfall below the price of the Goods.
4.9 If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice in writing from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
4.10 The Supplier may deliver the Goods by instalments, which it shall invoice and which the Customer shall pay for separately. Each instalment shall constitute a separate contract and shall be accompanied by a separate delivery note. Any delay in delivery of or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. Quality
5.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), any Goods sold which bear the Supplier’s name or brand:
(a) conform in all material respects with their description and any applicable Specification;
(b) are free from material defects in materials and workmanship; and
(c) are manufactured with reasonable care and skill.
5.2 The Supplier gives no warranty in respect of Goods which do not bear the Supplier’s name or brand. The Customer shall be entitled only to the benefit of any warranty or guarantee offered by the relevant manufacturer to the extent the same is capable of being enforced by the Customer.
5.3 Subject to clauses 5.4 and 5.8, if:
(a) during the Warranty Period the Customer gives notice in writing to the Supplier within three Business Days of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (with the prior written agreement of the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost,
the Supplier shall, at its option and to the extent that it agrees that such Goods do not comply with the warranty set out in clause 5.1, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.4 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.3;
(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of the Supplier following any drawing, design or specification supplied by or on behalf of the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) the Goods differ from their description and any applicable Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.5 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
5.8 In respect of returns:
(a) no Goods may be returned without the Supplier’s prior written authorisation;
(b) Goods manufactured, procured or modified to the Customer’s specific requirements, including special-order or bespoke Goods, are non-returnable, save where the Supplier in its absolute discretion agrees otherwise;
(c) any return shall be subject to such conditions as the Supplier in its sole discretion may notify, including payment by the Customer of a reasonable re-stocking charge and any transportation, handling or inspection costs incurred by the Supplier; and
(d) any credit issued in respect of returned Goods may be reduced by any applicable restocking charge and any costs incurred by the Supplier in connection with the return.
6. Title and risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) the Supplier receives payment in full (in cash or cleared funds) for (i) the Goods, (ii) any other goods that the Supplier has supplied to the Customer in respect of which payment has become due and (iii) all other sums due to the Supplier from the Customer under any contract between the parties, in which case title to the Goods shall pass at the time of payment of all such sums; and
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d); and
(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the Customer's ongoing financial position.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as the Supplier’s agent; and
(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
6.5 At any time before title to the Goods passes to the Customer, the Supplier may:
(a) by notice in writing to the Customer, terminate the Customer's right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and
(b) require the Customer to deliver up all Goods in its possession and control that have not been resold, or irrevocably incorporated into another product, and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored to recover them. The Customer shall procure entry to any such third party's premises if requested to do so by the Supplier.
7. Price and payment
7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.
7.2 The Supplier may, by giving notice in writing to the Customer at any time up to 10 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give or delay by the Customer in giving the Supplier adequate or accurate information or instructions.
7.3 The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
7.4 The Supplier may invoice the Customer for the Goods at any time after acceptance of the Customer’s Order, whether before, on or after shipment or delivery of the Goods.
7.5 The Customer shall pay each invoice submitted by the Supplier:
(a) within 30 days of the date of the invoice, or as otherwise agreed in writing with the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
(c) time for payment shall be of the essence of the Contract.
7.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then without limiting the Supplier’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
7.7 The Customer shall indemnify the Supplier against all reasonable and properly incurred costs, charges, expenses, Losses and liabilities of any kind incurred by the Supplier in recovering any overdue sums under the Contract, including legal costs, debt recovery costs, tracing fees, court fees and other professional costs, together with any irrecoverable VAT on those costs. Such costs shall be payable by the Customer on demand.
7.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7.9 Unless otherwise agreed in writing by the Supplier, all prices are quoted and all payments shall be made in pounds sterling. Where any amount payable under a Contract is expressed in a currency other than pounds sterling, payment shall be made in that currency and the Customer shall bear all bank charges, transfer costs and exchange costs associated with the payment.
7.10 Credit Limit
(a) The Supplier may, at its discretion, set a maximum aggregate value of unpaid invoices and outstanding orders that it will extend to the Customer at any time (the Credit Limit).
(b) The Supplier may set, review, increase, reduce, or withdraw the Credit Limit at any time by written notice to the Customer. The Credit Limit will remain in effect until varied by further written notice.
(c) Without limiting any other right of suspension under clause 9, the Supplier may suspend or refuse to fulfil any order, and withhold delivery of any Goods, where:
(i) the aggregate value of the Customer’s unpaid invoices and outstanding orders exceeds, or would on fulfilment of the order exceed, the Credit Limit; or
(ii) the Supplier reasonably believes the financial position of the Customer and/or the Supplier’s overall exposure to the Customer gives rise to a material risk of non-payment.
(d) The Supplier will use reasonable efforts to notify the Customer promptly where an order is suspended or refused under this clause, but failure to give such notice does not affect the validity of the suspension.
(e) No suspension of supply under this clause constitutes a breach or repudiation of the Contract by the Supplier, and the Supplier will not be liable for any loss, cost, expense, claim or damage arising out of or in connection with any such suspension, refusal to supply or withholding of delivery under this clause.
(f) This clause 7.10 is in addition to, and does not limit, the Supplier’s rights under clause 9 or any other provision of these Conditions.
8. LIMITATION OF LIABILITY
8.1 The Customer acknowledges that the limitations and exclusions of liability set out in this clause 8 are reasonable and reflect the allocation of risk between the parties, including the availability of insurance to the parties.
8.2 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.
8.3 Nothing in the Contract limits any liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987;
(e) any liability that cannot legally be limited; or
(f) the Customer’s obligation to pay any sums properly due and payable under this Contract.
8.4 Subject to clause 8.3, the Supplier's total liability to the Customer arising out of or in connection with the Contract shall not exceed the total amounts paid or payable by the Customer under the Contract.
8.5 Subject to clause 8.3, the following types of loss are wholly excluded:
(a) loss of profits (including loss of anticipated savings);
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of use or corruption of software, data or information;
(e) loss of or damage to goodwill; and
(f) indirect or consequential loss.
8.6 This clause 8 shall survive termination of the Contract.
9. Termination
9.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of it being notified in writing to do so;
(b) the Customer 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;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer’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.
9.2 Without limiting its other rights or remedies, the Supplier may suspend supply of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
9.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which the Customer shall pay immediately on receipt.
9.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
10. Force majeure
Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 90 days, the party not affected may terminate the Contract by giving not less than 30 days’ written notice to the affected party.
11. General
11.1 Assignment and other dealings.
(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
11.2 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties.
(b) 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 has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
11.3 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.4 Amendment. The Supplier may amend the Conditions on 30 days’ written notice to the Customer. Any amended Conditions shall apply to Orders placed after the effective date of the amendment.
11.5 Waiver.
(a) Except as set out in clause 2.8, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
11.6 Severance. If any provision or part-provision of the Contract 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 the Contract. If any provision or part-provision of the Contract is deemed deleted under this clause 11.6, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.7 Notices.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) 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); or
(ii) sent by email to the following addresses (or an address substituted in writing by the party to be served):
(A) in the case of the Supplier sales@polyaire.co.uk.
(B) in the case of the Customer, any email address notified by the Customer to the Supplier from time to time for the purposes of the Contract.
(b) Any notice shall be deemed to have been received
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) 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; and
(iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
(c) This clause 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.
11.8 Third party rights.
(a) 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.
11.9 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 shall be governed by and construed in accordance with the law of England and Wales.
11.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
12. Data Protection
12.1 Each party shall comply with all applicable requirements of Data Protection Legislation.
12.2 In this clause 12:
(a) Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the United Kingdom including UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426), and any legislation replacing, supplementing or amending them.
(b) Group Company means the Supplier, its holding companies, subsidiaries and affiliated companies from time to time.
12.3 The Supplier may collect, hold, use and otherwise process personal data relating to the Customer and its personnel where necessary for:
(a) performing and administering the Contract;
(b) supplying Goods and associated services;
(c) account administration and customer relationship management;
(d) carrying out credit checks, credit management and debt recovery activities;
(e) complying with legal and regulatory obligations;
(f) establishing, exercising or defending legal claims; and
(g) the Supplier’s legitimate business interests, including internal reporting, business administration and operational management.
12.4 The Customer acknowledges and agrees that the Supplier may disclose and transfer personal data to:
(a) its Group Companies;
(b) professional advisers, auditors, insurers, banks and financing providers;
(c) credit reference agencies and debt recovery providers;
(d) logistics providers, couriers, distributors and service providers engaged in connection with the Contract; and
(e) governmental, regulatory or law enforcement authorities where required by law.
12.5 The Supplier may transfer personal data to Group Companies and service providers located outside the United Kingdom provided that such transfers are undertaken in accordance with Data Protection Legislation and are subject to appropriate safeguards required by law.
12.6 Where personal data is transferred by the Supplier outside the United Kingdom to a country that is not the subject of an adequacy decision recognised under Data Protection Legislation, the Supplier shall implement appropriate safeguards, including the International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses or such other approved transfer mechanism as may be permitted under Data Protection Legislation from time to time.
12.7 The Customer shall ensure that it has provided all notices and obtained all permissions, consents and authorisations required by Data Protection Legislation to enable the lawful transfer of personal data to the Supplier for the purposes contemplated by the Contract.
12.8 Further details regarding the Supplier’s processing of personal data are set out in the Supplier’s privacy notice, as amended from time to time and available on request or published on the Supplier’s website.