General Conditions of Purchase

1. Definitions and Interpretation

In these Conditions: “Business Day” means a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
“Contract” means the agreement between the Buyer and the Supplier for the supply of the Deliverables, comprising the purchase order (“Order”), these Conditions, and any documents expressly incorporated by reference in the Order.

“Delivery Location” means the location stated in the Order or otherwise notified by the Buyer.

“Intellectual Property Rights” or “IPR” means patents, rights to inventions, utility models, copyright and related rights, moral rights, trade marks, trade names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect confidentiality of information (including know-how and trade secrets), and all similar rights in any part of the world, whether registered or unregistered and including applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority to, such rights.
“Law” means all applicable laws, statutes, regulations, by-laws, codes of practice, guidance and industry standards in force from time to time.

Headings are for convenience only and do not affect interpretation. References to “including” are without limitation.

2. Basis of Contract and Order Process

The Order constitutes an offer by the Buyer to purchase Deliverables in accordance with these Conditions. The Order shall be deemed accepted upon the earlier of the Supplier’s written acceptance or the Supplier doing any act consistent with fulfilling the Order. No variation to the Contract binds the Buyer unless agreed in writing by the Buyer.

3. Supplier Obligations

The Supplier shall supply the Deliverables: – in accordance with the Contract, the Buyer’s specifications, drawings, samples, or descriptions, and any applicable Law; – exercising the highest level of skill, care, and diligence expected of a competent supplier in the Supplier’s industry; – using personnel who are suitably qualified, experienced, and supervised, and fit for deployment on the Deliverables.

The Supplier shall obtain and maintain all licences, permits, consents, and authorisations required to perform the Contract.

4. Delivery; Title and Risk

The Supplier shall deliver the goods to the Delivery Location on the date(s) and time(s) stated in the Order; – properly packed and secured to prevent damage and deterioration, and accompanied by complete delivery documentation, including Order number, item numbers, quantities, and certificates required by the Contract or Law.

Time is of the essence for delivery and performance. The Supplier shall notify the Buyer immediately of any anticipated delay and propose remedial measures at no cost to the Buyer.

Title to the goods shall pass to the Buyer on the earlier of payment or delivery, whichever occurs first. Risk in the goods passes on completion of delivery at the Delivery Location and acceptance by the Buyer in accordance with clause 7.

5. Performance of Services and Access

Where services are supplied, the Supplier shall perform them on the dates specified in the Order and warrants that such services shall be provided to a high standard of skill and care appropriate to the qualification and industry of the individuals performing the service. If services are performed at the Buyer’s premises, the Supplier shall comply with the Buyer’s policies as reasonably notified, including health and safety, security, and site rules, and shall ensure its personnel do the same.

6. Inspection and Testing

The Buyer may inspect and test the Deliverables at any time before delivery and within a reasonable period after delivery or performance. The Supplier shall give the Buyer and its representatives access to the Supplier’s premises and facilities to inspect, test, and witness acceptance tests. No inspection, testing, or witnessing by the Buyer relieves the Supplier of its obligations or constitutes acceptance.

7. Acceptance; Rejection; Remedies

The Buyer shall not be deemed to have accepted the Deliverables until it has had a reasonable opportunity to inspect and test them in use. If any Deliverables do not conform to the Contract, the Buyer may, at its option and without prejudice to any other rights, require the Supplier to promptly and at its cost: – repair or replace the non-conforming goods; and/or – re-perform the services to conform; and/or – refund the price for the non-conforming Deliverables.

If the Supplier fails to remedy within 14 days of notice or other reasonable period specified, the Buyer may remedy the defect itself or procure substitutes from a third party and recover the costs from the Supplier. The Buyer may reject non-conforming Deliverables and return them at the Supplier’s risk and expense. Rejected Deliverables shall not be replaced without the Buyer’s written instruction.

8. Warranties

The Supplier warrants, represents, and undertakes that the Deliverables shall: – conform in all respects with the Contract, specifications, samples, and descriptions; – be of satisfactory quality and fit for the Buyer’s purposes made known to the Supplier, expressly or by implication; – be free from defects in design, materials, and workmanship and remain so for a period of 24 months from acceptance by the Buyer; – comply with all applicable Law, industry standards, and best practice; – not infringe any IPR or other rights of any third party.

These warranties are in addition to any warranties implied by Law and survive delivery, inspection, testing, acceptance, and payment. Any repaired or replaced goods and any re-performed services are warranted for the longer of the unexpired warranty period or 12 months from the date of repair, replacement, or re-performance.

9. Price and Payment

The price stated in the Order is fixed and inclusive of all costs, expenses, packaging, insurance, carriage, delivery, duties, and taxes other than VAT. No additional charges shall be payable unless agreed in writing by the Buyer.

The Supplier shall invoice the Buyer in arrears after delivery and acceptance of the goods and/or completion and acceptance of the services, quoting the Order number and providing supporting documentation. Subject to correct and undisputed invoices, the Buyer shall pay within 30 days of the end of the month of receipt. The Buyer may withhold or set off any sums due to it from the Supplier against sums payable to the Supplier.

10. Changes and Variations

The Buyer may at any time require changes to the scope, specifications, quantities, delivery schedule, or other aspects of the Deliverables. The Supplier shall not implement any change without the Buyer’s written instruction. If a change demonstrably affects price or schedule, the parties shall agree an equitable adjustment in writing before implementation. The Supplier shall use reasonable endeavours to mitigate any increase in costs or delay.

11. Compliance; Ethical Standards

The Supplier shall comply with all applicable Law, including relating to anti-bribery and corruption, sanctions and export controls, modern slavery, data protection, product safety, health and safety, and the environment. The Supplier shall maintain policies and controls designed to ensure such compliance and shall, on request, provide evidence of compliance.

The Supplier shall not do or omit to do anything that would cause the Buyer to be in breach of Law.

12. Indemnities

The Supplier shall indemnify and keep indemnified the Buyer, its group companies, and their officers, employees, and agents against all claims, liabilities, losses, damages, costs, and expenses (including legal fees) arising out of or in connection with: – any breach of the Contract by the Supplier; – any claim that the Deliverables infringe IPR or other rights of a third party; – death, personal injury, or property damage caused by the Deliverables or the Supplier’s acts or omissions; – any breach by the Supplier of Law.

The Supplier shall, at its cost, defend any third-party claim within the scope of this indemnity and shall not settle without the Buyer’s prior written consent.

13. Liability and Insurance

Nothing in the Contract limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be limited or excluded.

Subject to the preceding paragraph, the Buyer’s total aggregate liability arising under or in connection with the Contract shall not exceed £10,000 or, if greater, the price paid or payable for the Deliverables under the Order giving rise to the claim. The Buyer shall not be liable for loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss.

The Supplier’s liability is not limited in respect of the indemnities in clause 12, breach of confidentiality, breach of data protection obligations, or infringement of IPR. The Supplier shall maintain in force with reputable insurers adequate insurance to cover its liabilities under the Contract, including product liability, public liability, professional indemnity (for services), and employers’ liability, each with limits of not less than £5 million pounds per claim and professional indemnity insurance (for services) with limits of not less than £2 million pounds per claim. On request, the Supplier shall provide insurance certificates and evidence of premium payment.

14. Intellectual Property

All IPR in any specifications, drawings, data, tools, materials, and information supplied by the Buyer shall remain vested in the Buyer. To the extent the Supplier creates or supplies any works, deliverables, or materials specifically for the Buyer under the Contract, all IPR in them shall, on creation, vest in the Buyer. The Supplier hereby assigns (by way of present assignment of future rights) such IPR to the Buyer and shall do all things necessary to perfect such assignment. Where assignment is not possible, the Supplier grants the Buyer a worldwide, irrevocable, perpetual, royalty-free licence (with the right to sub-licence) to use, copy, modify, and exploit such IPR.

The Supplier shall procure from its personnel and subcontractors all necessary waivers of moral rights or consents to enable the Buyer to exercise its rights.

15. Confidentiality and Data Protection

Each party shall keep confidential and not disclose to any third party any confidential information of the other party, except to its employees, officers, and advisers who need to know for the purposes of the Contract and who are bound by confidentiality obligations no less strict. This obligation does not apply to information that is public other than through breach, is obtained from a third party without restriction, or is independently developed without use of the other party’s confidential information.

Where the Supplier processes personal data on behalf of the Buyer, the parties shall enter into a data processing agreement compliant with applicable data protection law. The Supplier shall implement appropriate technical and organisational measures to protect personal data.

16. Subcontracting and Assignment

The Supplier shall not assign, transfer, novate, subcontract, or otherwise deal with any of its rights or obligations under the Contract without the Buyer’s prior written consent. The Buyer may assign, transfer, or novate its rights and obligations to any member of its group or successor in business by notice to the Supplier.

17. Audit and Records

The Supplier shall maintain complete and accurate records relating to the Deliverables and the Supplier’s compliance with the Contract for at6 years after completion or delivery. The Supplier shall on reasonable notice allow the Buyer or its representatives to audit such records and the Supplier’s premises, systems, and processes to verify compliance, including with respect to pricing, quality, and Law.

18. Force Majeure

Neither party shall be liable for failure or delay in performing its obligations to the extent caused by an event beyond its reasonable control which could not have been prevented by reasonable diligence (“Force Majeure Event”). The Supplier shall promptly notify the Buyer of the Force Majeure Event, its expected duration, and mitigation steps. If a Force Majeure Event prevents performance for more than [number] days, the Buyer may terminate the Contract (in whole or part) immediately by notice without liability.

19. Termination

The Buyer may terminate the Contract (in whole or part) at any time for convenience by written notice. In such case, the Buyer shall pay for Deliverables properly delivered and accepted up to the termination date and reasonable, evidenced, non-recoverable costs directly resulting from termination, provided the Supplier uses best endeavours to mitigate.

The Buyer may terminate the Contract immediately by notice if the Supplier commits a material breach which is not remedied within 14 days after notice, commits a series of persistent breaches, becomes insolvent or subject to any event indicating insolvency, or fails to meet the Buyer’s ethical or compliance requirements. Termination shall be without prejudice to accrued rights and remedies.

20. Consequences of Termination

On termination, the Supplier shall immediately cease work, deliver to the Buyer all finished goods, work-in-progress, materials, and Buyer property, and return or securely destroy the Buyer’s confidential information and personal data and all records in such format as the Buyer requests as instructed. The Supplier shall cooperate to transition the Deliverables to the Buyer or a third party designated by the Buyer.

21. Buyer Property and Tooling

All materials, tooling, equipment, dies, moulds, fixtures, drawings, data, and other property supplied or paid for by the Buyer (“Buyer Property”) are and remain the Buyer’s property. The Supplier shall hold Buyer Property in safe custody at its own risk, keep it in good condition, clearly mark it as the Buyer’s property, not encumber it, and use it only for the purposes of the Contract. The Supplier shall insure Buyer Property for its full replacement value.

22. Health, Safety, and Environment

The Supplier shall ensure that the Deliverables are safe and without risk to health and comply with applicable environmental laws and standards. Safety data sheets, declarations of conformity, and any required certificates shall accompany the Deliverables. The Supplier shall minimise environmental impact, including by reducing waste and hazardous substances and facilitating recycling, and shall provide all information needed for end-of-life treatment and disposal.

23. Modern Slavery and Ethical Sourcing

The Supplier shall have in place policies and due diligence to prevent slavery, servitude, forced or compulsory labour, and human trafficking in its business and supply chains. The Supplier shall ensure that sourcing is responsible and free from conflict minerals as applicable and shall provide relevant disclosures and certifications on request.

24. Notices

Notices under the Contract shall be in writing and delivered by hand, by pre-paid first-class post, or by email to the addresses set out in the Order or otherwise notified. Notices are deemed received: if delivered by hand, at the time of delivery; if sent by first-class post, at 9.00 am on the second Business Day after posting; and if sent by email, at the time of transmission if sent before 5.30 pm on a Business Day, otherwise 9am next Business Day provided no bounce-back is received and a copy is sent by post the same day.

25. Entire Agreement and No Reliance

The Contract constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations relating to its subject matter. Each party acknowledges that it has not relied on any statement or representation not set out in the Contract, but nothing in this clause excludes liability for fraud.

26. Waiver; Severance; No Partnership

No failure or delay by the Buyer to exercise any right or remedy shall operate as a waiver. If any provision of the Contract is held invalid, unlawful, or unenforceable, it shall be deemed deleted, but the remaining provisions shall continue in full force. Nothing in the Contract creates a partnership, joint venture, or agency between the parties.

27. Third Party Rights

No person other than the parties shall have any rights to enforce any term of the Contract under the Contracts (Rights of Third Parties) Act 1999, except that the Buyer’s group companies may enforce benefits expressly conferred on them.

28. Governing Law and Jurisdiction

The Contract and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract.

29. Priority; Survival

If there is any inconsistency between documents forming the Contract, the order of precedence is: (1) the Order, (2) these Conditions, and (3) other documents incorporated by reference. Clauses which by their nature are intended to survive termination or expiry shall do so, including clauses 7 to 15, 17, 19 to 21, 24 to 29.

30. General

The Supplier shall not make public announcements or disclosures about the Contract or its relationship with the Buyer without the Buyer’s prior written consent. The Supplier shall promptly notify the Buyer of any change of control. The Supplier shall not offer gifts or hospitality to the Buyer’s personnel that could reasonably be perceived as improper.