Supplier terms and conditions

1.1 Definitions. In these Conditions, the following definitions apply:

Contract: the contract between the Zoo and the Supplier for the supply of Goods and/or Services in accordance with these Conditions.

Goods Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Zoo and the Supplier.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Order: the Zoo’s order for the supply of Goods and/or Services, as set out in the Zoo’s purchase order form.

Services: the services, including without limitation any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification.

Service Specification: the description or specification for Services agreed in writing by the Zoo and the Supplier.

Supplier: the person or firm from whom the Zoo purchases the Goods and/or Services.

Zoo: the North of England Zoological Society a private company limited by guarantee registered in England and Wales with company number 00287902 (registered charity number 306077) and whose registered office is located at Cedar House, Zoological Gardens, Caughall Road, Upton-By-Chester, Chester, CH2 1LH OR Chester Zoo Enterprises Limited a private company limited by shares registered in England and Wales with company number 02669535 and whose registered office is located at Cedar House, Zoological Gardens, Caughall Road, Upton-By-Chester, Chester, CH2 1LH, as the context so permits.

1.2 Construction. In these Conditions, the following rules apply:

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b) a references to a party includes its successors or permitted assigns;

(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(e) a reference to writing or written includes e-mails but not faxes.