Terms and Conditions of Purchase

1. INTERPRETATION 

1.1 The definitions and rules of interpretation in this condition apply in these conditions. 
Company: the company identified in the Order.
Contract: the Order (together with these conditions) and the Seller's acceptance of the Order.
Goods: any goods or materials agreed in the Contract to be purchased by the Company from the Seller.
Order: the Company's written instruction to purchase the Goods, incorporating these  conditions.
Seller: the person, firm or company who accepts the Company's Order.

2. APPLICATION OF TERMS 

These conditions are the only conditions upon which the Company is prepared to deal with the Seller and they shall govern the Contract to the entire exclusion of all other terms or conditions except those implied by law.

3. SUPPLY, QUALITY AND DEFECT

3.1 The Seller shall within 48 hours of receipt of the Order, confirm to the Company in writing the price, quantities, delivery date and other salient details of the Order.

3.2 The Seller shall supply the Goods to the Company, in accordance with the terms of the Contract. 
3.3 The Goods shall conform in all respects with the Order. 
3.4 At any time prior to and up to 21 days after delivery of the Goods to the Company the Company shall have the right to inspect and test the Goods. 
3.5 If the results of such inspection or testing cause the Company to be of the opinion that the Goods do not conform or are unlikely to conform with the Order, the Company shall inform the Seller and the Seller shall immediately take such action as is necessary to ensure conformity. 
3.6 Notwithstanding any such inspection or testing, the Seller shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect the Seller's obligations under the Contract.

4. INDEMNITY 

The Seller shall keep the Company indemnified in full against all liability, direct, indirect or consequential losses (which terms include, without limitation, loss of profit, loss of business, depletion of goodwill), damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with: 
(a) the Seller’s failure to comply with the Contract; 
(b) an infringement of any intellectual property rights caused by the use, manufacture or supply of the Goods; and 
(c) any claim made against the Company in respect of any liability, loss, damage, injury, cost or expense sustained by the Company, its employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by Seller’s breach of this Contract. 

5. DELIVERY

5.1 The Goods shall be delivered, carriage paid, to the Company's place of business or to such other place of delivery as is agreed by the Company in writing prior to delivery of the Goods. The Seller shall off-load the Goods at its own risk as directed by the Company.
5.2 The date for delivery shall be specified in the Order, or if no such date is specified then delivery shall take place within 28 days of the Order, which time shall be of the essence. Unless otherwise stipulated by the Company in the Order, deliveries shall only be accepted by the Company during normal business hours.
5.3 The Seller shall invoice the Company after delivery of the Goods to the Company.
5.4 The Seller shall ensure that each delivery is accompanied by a delivery note which shows the Order number, date of Order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
5.5 If the Goods are not delivered on the date required by the Contract, without prejudice to any other rights which it may have, the Company may:
(a) cancel the Contract in whole or in part;
(b) refuse to accept any subsequent delivery of the Goods which the Seller attempts to make; and/or
(c) recover from the Seller any additional expenditure reasonably incurred by the Company in obtaining similar goods or materials in substitution from another supplier.
5.6 If the Seller requires the Company to return any packaging material to the Seller, that requirement must be clearly stated on any delivery note delivered to the Company and any such packaging material shall only be returned to the Seller at the cost of the Seller.
5.7 Where the Company agrees in writing to accept delivery by instalments the Contract shall be construed as a single contract in respect of each instalment. Failure by the Seller to deliver any one instalment shall entitle the Company at its option to treat the whole Contract, and all Contracts associated with the delivery of the relevant Goods by instalments, as repudiated.
5.8 The Company shall not be deemed to have accepted the Goods until it has had 21 days to inspect them following delivery.

6. RISK/ PROPERTY

6.1 The Goods shall remain at the risk of the Seller until delivery to the Company is complete (including off-loading and stacking) at which point ownership of the Goods shall pass to the Company.
6.2 Intellectual property rights in all designs, drawings, specifications and data supplied by the Company to the Seller shall at all times be and remain the exclusive property of the Company.

7. PRICE

The price of the Goods shall be stated in the Order and unless otherwise agreed in writing by the Company shall be exclusive of value added tax but inclusive of all other charges.

8. PAYMENT

8.1 The Company shall pay the price of the Goods within 28 days of receipt of a valid VAT invoice following delivery of the Goods to the Company, save to the extent that any of the Goods do not conform to the Order or are otherwise defective or that the Company (acting reasonably) disputes the invoice.
8.2 Without prejudice to any other right or remedy, the Company reserves the right to set off any amount owing at any time from the Seller to the Company against any amount payable by the Company to the Seller under the Contract or any other contract between the Company and the Seller.

9. TERMINATION

9.1 The Company shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving the Seller written notice whereupon all work on the Contract shall be discontinued and the Company shall pay to the Seller fair and reasonable amount for work-inprogress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.
9.2 The Company shall have the right at any time by giving notice in writing to the Seller to terminate the Contract forthwith if:
(a) the Seller commits a material breach of the Contract;
(b) any distress, execution or other process is levied upon any of the assets of the Seller;
(c) the Seller takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a similar procedure in any jurisdiction; or
(d) the Seller suspends or ceases, or threatens to suspend or cease, carrying on business.
9.3 The termination of the Contract, however arising, shall be without prejudice to the rights and duties of the Company accrued prior to termination.
9.4 On expiry or termination of the Contract, the Seller shall promptly return to the Company all materials and property belonging to the Company or that the Company had provided to the Seller.

10. REMEDIES

Without prejudice to any other right or remedy which the Company may have, if any Goods are not supplied in accordance with, or the Seller fails to comply with, any of the terms of the Contract the Company shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by the Company:
(a) to rescind the Order;
(b) to reject the Goods (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the Goods so returned shall be paid forthwith by the Seller;
(c) to give the Seller the opportunity at the Seller's expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
(d) to refuse to accept any further deliveries of the Goods but without any liability to the Seller; and/or
(e) to carry out at the Seller's expense any work necessary to make the Goods comply with the Contract.

11. ASSIGNMENT

The Seller shall not be entitled to assign the benefit of Contract or any part of it without the prior written consent of the Company.

12. FORCE MAJEURE 

The Company reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods ordered if it is prevented from or delayed in the carrying an of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic or pandemic, lockouts, strikes or other labour disputes (whether or not relating to either party's workforce), or
restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

13. GENERAL

13.1 In performing their obligations under the Contract each party agrees to comply with the applicable requirements of the UK GDPR (as that term is defined by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit Regulations 2019) and the Data Protection Act 2018.

13.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

13.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

13.4 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

April 2022