2.1 Definitions: In this Purchase Agreement, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
B&W: B&W Group Ltd (registered in England and Wales with company number 00880499).
B&W Materials: has the meaning in clause 10.
B&W Software: any and all computer software, firmware or coding (of whatever type and in whatever form or media) supplied by B&W to the Supplier in connection with the Goods.
B.O.M Bill of Material specified to make the Goods.
Contract: this Purchase Agreement, the Supporting Documents and any and all Specifications, Purchase Orders relating to this Purchase Agreement.
Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawings, schematics,gerber files, maps, plans, diagrams, designs, pictures, computer programs, source code , data, specifications, reports and B.O.M (including drafts).
Delivery Date: has the meaning in clause 3.5 or, as applicable 4.2(a).
Delivery Location: has the meaning in clause 4.2(b).
Drawings: a graphic representation by lines of an object or idea, as with a pencil or electronic media; a delineation of form with or without reference to color.
Ethical Business Practice Policy: the ethical business practice policy between the Supplier and B&W (if any) the agreed form of which is included in the Schedule.
Force majeure: event or circumstance that is beyond the reasonable control of that party, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable.
Goods: the goods (if any) to be supplied by the Supplier under the Contract, as specified in a Purchase Order, whether raw materials, processed materials, fabricated products (or any part of such items).
Indemnified Person: has the meaning in clause 8.1.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, 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 including the like created during the development of the Products and Services.
Logistics Agreement: the logistics agreement between the Supplier and B&W (if any) the agreed form of which is included in the Schedule.
Mutual Confidentiality Agreement: the mutual confidentiality agreement between the Supplier and B&W (if any) the agreed form of which is included in the Schedule.
Packages: any containers, or packaging used in respect of the Goods, including bags, cases, cylinders, drums, pallets and tankers.
Products: the goods to be produced by B&W incorporating or including the Goods.
Purchase Agreement: this purchase agreement, and any reference to the same shall be a reference to this purchase agreement only (excluding the Supporting Documents).
Purchase Order: a purchase order or schedule agreement from B&W for the Goods and/or Services.
Relevant Requirements: has the meaning in clause 19.1(a).
Relevant Terms: has the meaning in clause 19.2.
Quality Agreement: the quality agreement between the Supplier and B&W (if any) the agreed form of which is included in the Schedule.
Schedule: the Schedule (if any) to this Purchase Agreement.
Services: the services (if any), including any Deliverables, to be provided by the Supplier under the Contract, as specified in the Purchase Order.
Software: any and all computer programs and computer software, firmware or coding (of whatever type and in whatever form or media) installed on or supplied with the Goods at the time of their delivery and either necessary for their operation in the manner contemplated by B&W or otherwise referred to in the Purchase Order but excluding B&W Software.
Specification: any specification for the Goods and/or the Services, including any related plans and drawings, agreed in writing by B&W and the Supplier or provided to B&W in accordance with clause 9 Specification and Software.
Supplier: the person from whom B&W purchases the Goods or Services.
Supporting Documents: the Quality Agreement, the Logistics Agreement, the Mutual Confidentiality Agreement and the Ethical Business Practice Policy or any of them as the context requires.
Tooling: any tool, fixture, fitting or jigs regardless of whether paid directly or indirectly by B&W and laid down specifically for the Goods or related material and processes.
Use: any use of the Goods or Services by B&W, including the sale, resale, offering for sale, importation, supply, advertisement, marketing, distribution, possession and operation of the Goods or of any other products of B&W in which the Goods may be incorporated or which are designed or intended to operate in conjunction with the Goods.
VAT Invoice : Any invoice issued for Sales Tax purposes, including Value Added Tax V.A.T
2.2 Construction. unless the context requires otherwise, the following rules apply:
(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 personal representatives, successors or permitted assigns.
(c) A reference to a statute or statutory provision is a reference to such statute or 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.
(e) Any terms defined in Incoterms (being the standard rules for the interpretation of trade terms of the International Chamber of Commerce as are in force at the time of the Contract), which are used but not otherwise defined in the Contract, shall apply to and be incorporated into the Contract. In the event of any conflict between the Contract and Incoterms, the Contract shall prevail.
(f) A reference to writing or written includes faxes, email and electronic schedules.