Conditions of purchase

Version date: 19 June 2018

Definitions

The Company: The Company name, company number and registered office are as shown on the order;

The Supplier: Any persons or company to whom an Order for goods and or services is directed;

The Order: Shall mean the Company's purchase order;

The Contract: Shall mean the Contract between the Company and the Supplier evidenced by the Order, these terms and conditions and any other documents specified in the Order.  No other terms are implied by trade, custom, practice or course of dealing;

The Contract is the entire agreement between the Company and the Supplier in relation to its subject matter.  The supplier acknowledges that they have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract. 
 

Variation of contract

The goods/services shall be supplied in accordance with these terms and conditions. Any term or condition which the Supplier may seek to impose or which may be negotiated which in any way modifies, varies or contradicts these conditions shall be excluded unless specifically agreed to in writing and incorporated into the Contract.

Price and payment

a) The Contract price shall include the cost of insurance, delivery, value added tax, other taxes and all other ancillary costs unless otherwise stated in the Order. 

b) The Supplier acknowledges that it has an obligation to the Company to provide the goods/services at a tariff most advantageous to the Company. If it considers that any goods or services could be supplied or performed in a more cost effective and efficient manner, then it will inform the Company accordingly. 

c) It is acknowledged by the Supplier that the quality of all goods and services to be supplied should be perceived by the Company and its customer to be of an 
acceptable standard and that all goods and services must meet and comply with any standards set out in the Order, industry standards and to any samples supplied and be of the highest quality, be fit for their purpose and free from defects. The services shall be performed with the care and skill expected of a competent and qualified supplier

d) No payment made by the Company to the Supplier shall constitute an admission that the Supplier has performed its obligation in accordance with the Contract. 

e) The Company shall only be under an obligation to pay invoices submitted by the Supplier relating to an Order which has been performed in full. 

f) The Supplier will render an invoice to the Company as soon as practical after performance of the Order is completed and in any event no later than the end of the month in which performance is completed. Any delay by the Supplier in rendering such invoice will not prejudice the Company's entitlement to any special discounts that may be agreed. Unless otherwise specified in the Order invoices will be paid within one calendar month from the end of the month in which they are received but the Company shall have the right to deduct any amount due to it from the Supplier on any account whatsoever from a payment which it makes to the Supplier. 

g) If the Company fails to make any payment to the Supplier to which the Supplier is entitled under this clause, the Company shall pay interest on the outstanding amount at a daily rate of 1% per annum over the Base Rate of the Bank of England at the date when the payment became due. The parties agree that this is a substantial remedy for late payment of any sum payable under this Contract in accordance with section 8(2) Late Payment of Commercial Debts (Interest) Act 1998.

Packaging and delivery

a) All goods supplied must be properly and adequately prepared, packaged and delivered, carriage paid to the place of delivery specified in the Order. 

b) The times stipulated for delivery of the goods/services shall be of the essence of the Contract. Should the Supplier fail to deliver the goods/services within the period specified the Company shall be entitled to: 
   
   i) Cancel that part of the Order which is undelivered at the end of the specified period. 
   
   ii) Charge to the Supplier and any additional costs, losses or expenses in which they may be involved due to the Supplier's failure to deliver the goods/services at the stipulated time. 

Inspection and search

a) The Company reserves the right at any time to inspect goods under the Order. Such inspection shall not relieve the Supplier of any obligation under the Contract.
 
b) The Company reserves the right to search the Supplier, sub-contractors and their respective employees and vehicles whilst on Company premises at any time without notice. 

Sub contracting

The Supplier shall not assign or sub-contract the Contract or any part thereof without prior written consent of the Company. The Company may transfer, delegate, assign or sub-contract any of its rights or obligations under this Contract to any person, firm or company. Where the Supplier is authorised by the Company to use a subcontractor, the Supplier shall remain liable for compliance with all the requirements of the Contract

Security and health and safety

The Supplier shall at all times comply with the Company's health and safety manual and security policy which are available for inspection by the Supplier during all usual business hours at the Company's head office and the Supplier shall also comply with all statutory regulations. 

Indemnity: your attention is particularly drawn to this clause

The Supplier shall:
 
a) Indemnify the Company against;

   i) Any loss or damage or expense resulting from or arising out of the execution of the Contract or any breach by the Supplier of any of its obligations under the Contract.
 
    ii)     Any loss, damage or injury in consequence of any defect in design (not originating with the Company) work or material, or from any negligence by the Supplier, its servants or agents. 

   iii)    All claims in respect of death or injury howsoever caused to any employee of the Company, the Supplier or any agent or sub-contractor of the Supplier while in or about the Company sites or other business, or to any member of the public occurring while the Supplier is undertaking any work or action in pursuance of the Contract. 

b) Render all reasonable assistance as required by the Company to settle any claim or proceeding or arbitration arising from any claim made against the Company in respect of any of the losses set out in clause (a) above. 

Intellectual property, confidentiality & data protection

a) For the purposes of this Contract ‘Intellectual Property Rights’ shall mean all vested contingent and future rights to copyright and trade marks and related rights, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals or extensions of, such rights, the right to sue for damages and other remedies for any infringement of any of those 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.

b) The Supplier warrants that neither the sale to the Company nor the use by the Company of any goods and/or services will infringe any Intellectual Property Rights and the Supplier shall indemnify the Company against all liability whatsoever resulting from any such infringement or alleged infringement. 

c) All Intellectual Property Rights in any work created by the Supplier for the purpose of the manufacture or processing of the goods or performance of any services (the Works) shall vest in the Company and the Company shall have the sole and exclusive ownership thereof. The Supplier shall execute all assignments and other documents necessary to give effect to the condition. 

d) The Supplier, being the sole author of the Works, hereby waive absolutely all of its moral rights as the same are defined in Chapter IV of the Copyright Designs and Patents Act 1988 (the Moral Rights) in and to the Works and all similar rights throughout the world. 

e) Notwithstanding these intellectual property provisions, if the Supplier proposes to provide to the Company any Works which are not its original work and/or are owned by a third party the Supplier must have obtained (and in relation to future works, will obtain) the necessary assignments, releases, consents, rights and licences to allow the Company to use those Works in such manner as the Company thinks fit, without the need to obtain any further consents or pay any royalties or other fees. The Supplier will also obtain a waiver of any such third party's Moral Rights. For the avoidance of doubt, all these intellectual property provisions will apply to these third party works.

f) The Supplier shall treat this Contract and any information it may obtain or receive in relation to or arising out of this Contract or the Works as private and confidential. The Supplier will not make any public or press announcements concerning this Contract, its subject matter or the Works without the Company’s prior written approval and the Supplier will safeguard and keep confidential the terms of this Contract and any and all confidential information that the Supplier may acquire in relation to the Company’s business, designs, products, customers, suppliers or affairs.  The Supplier will not use the Company’s confidential information except to the extent that such use is necessary for the purposes of performing its obligations or exercising its rights under this Contract.  The Supplier will not disclose the Company’s confidential information to any third party without the Company’s prior written consent.

g) All drawings, documents, samples, equipment and other items provided or paid for by the Company and any information made available by the Company for the purposes of the Contract shall be and remain the Company's sole property and shall not be made available to any third party nor used for any purpose other than the performance of the Contract and shall be delivered to the Company forthwith on demand at any time. 

h) To the extent the Supplier processes any personal data on behalf of the Company, the Supplier shall:- (i) ensure that it, its employees, agents and sub-contractors comply with all current and applicable data protection legislation; (ii) comply with any of the Company’s instructions and only process the personal data where necessary to fulfil this Contract; (iii) take appropriate technical and organisational measures to meet the standards within any data protection legislation and notify the Company of any breaches which occur, (iv) ensure that no personal data is processed outside the United Kingdom without the prior written consent of the Company and (v) allow the Company to undertake audits to ensure compliance with this clause.

Force majeure 

Neither party shall be liable for failure to perform its obligations under the Contract if such failure results from circumstances which could not have been contemplated by both parties at the date the Contract was made and which are beyond the parties reasonable control but if such circumstances result in the Supplier being unable fully to perform its obligations under the Contract at the due time for performance or in the manner required by the terms of the Order then the Company shall have the right to terminate the Contract and shall have no liability to the Supplier. 

Risk and title

a) Title in the goods shall pass to the Company either: 

   i) On payment of the invoice, or 
    
   ii) Once the goods are delivered at the point specified in the Order whichever is the sooner. 

b) Where title passes on payment of the invoice and the goods are subsequently stored on the Supplier's premises the risk in the goods shall remain with the Supplier who will be responsible for insuring the goods until they are delivered to the Company or its representative. 

Termination

The Company shall be entitled to terminate the Contract without prejudice to any other of its rights in the following events: 

a) If the Supplier becomes insolvent or bankrupt or (being a Company) makes an arrangement with its creditors or has a liquidator, receiver or administrator appointed or commences to be wound up. 

b) If the Supplier fails to comply with the health and safety manual, the security policy or any statutory regulations. 

c) If the Supplier commits any other breach of any of its obligations under the Contract. 

d) At any time and for any reason by giving the Supplier written notice.

Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after the termination shall remain in full force and effect.

Law of contract

The Contract shall be governed by the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English courts to settle any disputes that may arise out of or in connection with the Contract.

By proceeding with this Order you accept the terms of the Contract as detailed above.
 

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