Terms and Conditions of Purchase

1. DEFINITIONS AND INTERPRETATION

1.1 The following definitions shall have the following meanings in these Conditions:

Affiliates: in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.
Contract: the Order together with these Conditions and the Maybourne Policies.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and controls, controlled and the expression change of control shall be interpreted accordingly.
Goods: any goods or materials specified in the Order to be purchased by Maybourne from the Supplier on the terms of the Contract.
Long-Form Agreement: any contract in effect between Maybourne and Supplier from time to time in relation to the provision of goods or services from the Supplier to Maybourne.
Maybourne: means Maybourne Hotels Limited (company no.: 3669284), its Affiliates and each of the hotel companies it operates, as identified in the Order.
Maybourne Policies: means Maybourne’s policies and procedures, including the Modern Slavery and Human Trafficking Statement, the Maybourne Responsible Business Code of Conduct, the Maybourne Anti-Bribery & Corruption Policy and Privacy Policy, as may be amended and notified to the Supplier from time to time.
Order(s): Maybourne's written instruction to purchase the Goods or Services via a purchase order or otherwise, which incorporate these Conditions.
Services: any services specified in the Order to be provided by the Supplier to Maybourne on the terms of the Contract.
Supplier: the person, firm or company who accepts the Order.

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

1.3 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.4 A reference to writing or written excludes fax but not email.

2. APPLICATION OF TERMS

2.1 Subject to clause 2.3, the Contract sets out the entire agreement and understanding between the parties, and supersedes all proposals and prior agreements, arrangements and understandings between the parties, relating to the supply of Goods and Services (as applicable) to Maybourne.

2.2 If there is any conflict or ambiguity between the terms of the Contract, a term contained in the Order shall have priority over these Conditions.

2.3 The parties may enter into a Long-Form Agreement from time to time. If there is any conflict or ambiguity between a term of the Contract and a term of any Long-Form Agreement, the term contained in the Long-Form Agreement shall have priority over the term of this Contract.

3. SUPPLY, QUALITY AND DEFECTS

3.1 Maybourne may submit Orders at any time. The Supplier shall, as soon as reasonably practicable from receipt of an Order, confirm to Maybourne in writing the price, quantities of Goods, the particular Services to be provided (as applicable), delivery or performance date and any other relevant details of the Order.

3.2 Maybourne may amend or cancel an Order, in whole or in part, at any time before delivery or completion by giving the Supplier written notice.

3.3 The Supplier shall supply the Goods and Services (as applicable) to Maybourne, in accordance with the terms of the Contract and cooperate with Maybourne in all matters relating to the supply of Goods and Services, and comply with Maybourne’s reasonable instructions.

3.4 The Goods and Services shall conform in all respects with the Order and comply with all applicable statutory and regulatory requirements.

3.5 The Goods shall be of a standard and quality commensurate with the prestige and high quality of Maybourne and its brand, and fit for purpose. The Supplier shall perform the Services with the care, skill and diligence expected from a supplier suitably skilled and experienced in providing services similar to the Services to a customer of the repute and prestige of Maybourne and its brand.

3.6 At any time prior to and up to 21 days after delivery of the Goods to Maybourne, Maybourne shall have the right to inspect, test and accept the Goods.

3.7 If the results of such inspection or testing cause Maybourne to be of the opinion that the Goods do not conform or are unlikely to conform with the Order, Maybourne shall inform the Supplier and the Supplier shall immediately take such action as is necessary to ensure conformity. Maybourne shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.

3.8 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect the Supplier's obligations or liability under the Contract.

3.9 In performing its obligations under the Contract, the Supplier shall: (i) comply with all applicable laws and all Maybourne Policies, and (ii) ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.

3.10 The Supplier cannot rely on Maybourne's breach of the Contract to excuse any failure in the Supplier's performance unless:
(a) the Supplier promptly notifies Maybourne in writing of Maybourne’s breach and its effect or anticipated effect on the performance of the Contract;
(b) the obligations that the Supplier cannot perform are directly and materially impacted by Maybourne's breach; and
(c) the Supplier uses all reasonable endeavours to continue to provide the affected obligations in accordance with the Contract.

4. LIABILITY AND INDEMNITY
4.1 Nothing in the Contract excludes or limits any liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any liability that cannot legally be limited.

4.2 Maybourne shall not be liable for any: (i) loss of profits; (ii) loss of sales or business; or (iii) any indirect or consequential loss.

4.3 Subject to clauses 4.1 and 4.2, Maybourne’s total liability to the Supplier arising in connection with the Contract (whether in contract, tort (including negligence) or otherwise) shall not exceed the total aggregate amount of the sums paid or payable by Maybourne to the Supplier under the Contract.

4.4 The Supplier shall take out and maintain in force insurance policies with reputable insurance companies, which are sufficient to cover its obligations and potential liabilities under this Contract. The Supplier shall provide copies of such policy certificates to Maybourne promptly on request.

4.5 The Supplier shall keep Maybourne indemnified in full against all liability, direct, indirect or consequential losses (which terms include, without limitation, loss of profit, loss of business, and depletion of goodwill), damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by Maybourne or any Maybourne entity as a result of or in connection with:

(a) the Supplier’s failure to comply with the Contract;
(b) an infringement of any Maybourne copyright, patent rights or other intellectual property rights caused by the use, manufacture or supply of the Goods or Services (including any materials provided by Supplier in connection with the Services); and
(c) any claim made against Maybourne in respect of any liability, loss, damage, injury, cost or expense sustained by Maybourne, 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 the Supplier’s breach of this Contract.

 

5. DELIVERY AND PERFORMANCE

5.1 The Goods shall be delivered, carriage paid, to Maybourne's place of business or to such other place of delivery as is agreed by Maybourne in writing prior to delivery of the Goods. The Services shall be provided at the location specified in the Order or as otherwise may be directed by Maybourne. The Supplier shall off-load the Goods at its own risk, as directed by Maybourne.

5.2 The date(s) for delivery or performance of the Services shall be specified in the Order, or if no such date is specified for Goods then delivery shall take place within 28 days of the Order. Time shall be of the essence in respect of each delivery and performance date. Unless otherwise stipulated by Maybourne in the Order, deliveries of Goods shall only be accepted by Maybourne during normal business hours (namely, 8am to 5pm UK time, Monday to Friday, other than UK public holidays, as may be varied by Maybourne on notice to the Supplier from time to time).

5.3 The Supplier shall invoice Maybourne after delivery of the Goods or completion of the Services to Maybourne.

5.4 The Supplier shall ensure that each delivery of Goods 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 or the Services are not provided on the date required by the Contract, without prejudice to any other rights which it may have, Maybourne may:
(a) cancel the Contract in whole or in part;
(b) refuse to accept any subsequent delivery of the Goods or performance of Services which the Supplier attempts to make; and/or
(c) recover from the Supplier any additional expenditure reasonably incurred by Maybourne in obtaining similar goods, materials or services in substitution from another supplier.

5.6 If the Supplier requires Maybourne to return any packaging material to the Supplier, that requirement must be clearly stated on any delivery note delivered to Maybourne and any such packaging material shall only be returned to the Supplier at the cost of the Supplier.

5.7 Where Maybourne agrees in writing to accept delivery of Goods by instalments the Contract shall be construed as a single contract in respect of each instalment. Failure by the Supplier to deliver any one instalment shall entitle Maybourne, 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 Goods shall remain at the risk of the Supplier until delivery to Maybourne is complete (including off-loading and stacking), at which point ownership of the Goods shall pass to Maybourne.

5.9 Maybourne copyright, design rights and all other intellectual property rights in all designs, drawings, materials, specifications and data supplied by Maybourne to the Supplier shall at all times be and remain the exclusive property of Maybourne. The Supplier shall only use Maybourne intellectual property for the sole purpose of providing the Goods and Services under an Order(s) and/or these Conditions.

6. PRICE

The price of the Goods and Services (as applicable) shall be stated in the Order and, unless otherwise agreed in writing by Maybourne, shall be exclusive of value added tax (“VAT”) but inclusive of all other charges.

7. PAYMENT

7.1 Maybourne shall pay the price of the Goods and Services (as applicable) within 30 days of the end of the month Maybourne receives of a valid VAT invoice following delivery of the Goods or performance of the Services to Maybourne, save to the extent that any of the Goods or Services (as applicable) do not conform to the Order or are otherwise defective or that Maybourne (acting reasonably) disputes the invoice.

7.2 Without prejudice to any other right or remedy, Maybourne reserves the right to set off any amount owing at any time from the Supplier to Maybourne against any amount payable by Maybourne to the Supplier under the Contract or any other contract between Maybourne and the Supplier.

8. CONFIDENTIALITY

8.1 The Supplier undertakes that it shall not disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of Maybourne or Maybourne (“Maybourne Confidential Information”), except as permitted by clause 9.2.

8.2 The Supplier may disclose Maybourne Confidential Information:
(a) to its employees, officers, representatives, contractors, sub-contractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, sub-contractors or advisers to whom it discloses the other party's confidential information comply with this clause 9; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

8.3 The Supplier may not use Maybourne Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.

8.4 The Supplier acknowledges that it will not: (i) make or permit to be made any announcement or disclosure in relation to the Contract or its status being a supplier to Maybourne without the prior written consent of Maybourne (except as required by law); or (ii) have any right to be named or listed as a supplier to Maybourne in any Maybourne materials unless otherwise agreed by Maybourne in writing.

9. TERMINATION

9.1 Maybourne shall have the right at any time and for any reason to terminate the Contract, in whole or in part, by giving the Supplier written notice whereupon all work on the Contract shall be discontinued and Maybourne shall pay to the Supplier a fair and reasonable amount for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.

9.2 Either party shall have the right at any time, by giving notice in writing to the other party, to terminate the Contract forthwith if:
(a) the Supplier commits a material breach of the Contract;
(b) any distress, execution or other process is levied upon any of the assets of the Supplier;
(c) the Supplier takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards 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 Supplier 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 Maybourne accrued prior to termination.

9.4 On expiry or termination of the Contract, the Supplier shall promptly return to Maybourne all materials and property belonging to Maybourne or that Maybourne had provided to the Supplier.

9.5 Any provision of the Contract that, expressly or by implication, is intended to come into or continue in force on or after termination (including clauses ‎4, ‎5.9, ‎8, ‎9.3, ‎9.4, ‎9.5, and ‎11 to ‎13 inclusive) shall remain in full force and effect.

10. REMEDIES

10.1 Without prejudice to any other right or remedy which Maybourne may have, if any Goods or Services are not supplied in accordance with, or the Supplier fails to comply with, any of the terms of the Contract Maybourne 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 or Services have been accepted by Maybourne:
(a) to rescind the Order and terminate the Contract;
(b) to reject the Goods or Services (in whole or in part) and, in the case of Goods, return them to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the Goods so returned shall be paid forthwith by the Supplier;
(c) to give the Supplier the opportunity, at the Supplier's expense, either to remedy any defect in the Goods or Services or to supply replacement Goods or Services 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 or further provision of the Services but without any liability to the Supplier; and/or
(e) to carry out at the Supplier's expense any work necessary to make the Goods or Services comply with the Contract.


11. ASSIGNMENT

The Supplier shall not be entitled to assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract without the prior written consent of Maybourne. Maybourne may assign the benefit of this Contract or any interest hereunder to any third party without any notice to the Supplier.

12. FORCE MAJEURE

Maybourne reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods or Services ordered if it is prevented from or delayed in the carrying out of its business due to circumstances beyond the reasonable control of Maybourne 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, lock- outs, 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 applicable data protection laws, including the UK Data Protection Act 2018 and UK GDPR (as that term is defined by the Data Protection Act 2018, as may be amended from time to time).

13.2 In the performance of its obligations under this Agreement each party shall comply with, and shall procure that all employees, agents, subcontractors or consultants comply with, all applicable laws.

13.3 Each Party warrants that it conducts its business in an ethical and transparent manner. The Supplier acknowledges receipt of Maybourne’s Policies. Such policies and codes of conduct may be amended, updated or replaced by Maybourne from time to time in its absolute discretion. Supplier warrants that it has its own code of conduct in place.

13.4 Each Party shall also use reasonable endeavours to minimize their environmental impact and promote sustainable practices in its operations relevant to this Agreement.

13.5 Each Party shall work in good faith to investigate any actual or suspected breach of this Clause.

13.6 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.

13.7 Failure or delay by Maybourne 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.

13.8 If a dispute arises out of, or in connection with, this Contract or the performance, validity or enforceability of it (a “Dispute”) then, except as expressly provided in these Conditions, the parties must follow the procedure set out in this condition 14.4 before commencing court proceedings:
(a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (a “Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the parties’ nominated representative shall attempt in good faith to resolve the Dispute; and
(b) if the parties’ nominated representatives are for any reason unable to resolve the Dispute within 14 days of service of the Dispute Notice, the Dispute shall be referred to a management representative of the parties who shall attempt in good faith to resolve it.

Nothing in these Conditions will prevent a party from seeking urgent injunctive relief in relation to a breach of this Contract.

13.9 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.10 Subject to condition 14.7, a person who is not a party to this Contract may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

13.11 Each and every obligation of the Supplier under this Contract is owed to Maybourne and each entity within Maybourne. Any Maybourne entity may enforce the terms of this Contract under the Contracts (Rights of Third Parties) Act 1999. References to Maybourne in the context of the Supplier's obligations shall be construed accordingly.

13.12 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.

Last updated: 12 December 2025