Supplier Purchase Terms & Conditions

• 1. Agreement

  These terms and conditions apply to the exclusions of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

• 2. Definitions and Interpretation

  Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

  Confidential Information: any and all information and data of a confidential or proprietary nature in whatever form and on whatever media (whether written, oral, visual, electronic, magnetic or other media) which includes: commercial, financial, business, customer, supplier, marketing, third party, technical or other information (including, inventions, ideas, designs, formulae, strategies, software, know-how and trade secrets); the fact that discussions are taking place concerning this Agreement. For the avoidance of doubt this shall include any of Our Customers’ confidential information.

  Control: as defined in section 1124 of the Corporation Tax Act 2010.

  Data Protection Legislation: the UK General Data Protection Regulation as amended or updated from time to time, and any successor legislation to the UK GDPR or the Data Protection Act 2018 and all other applicable statutes, directives, or regulations which may supplement, amend, or replace the same and relate to data privacy.

  Deliverables: any documents, products and materials created or developed by or on behalf of the Supplier as part of or in connection with the provision of the Services.

  Delivery Date: shall be the date set out in the Order.

  Delivery Location: means the address or addresses for delivery of the Goods as set out in the Order or such other address as notified by Us to the Supplier.

  Effective Date: shall be the date that the Order is accepted by the Supplier either expressly or by conduct.

  Goods: means the goods and related accessories, spare parts and documentation and other physical material set out in the Order or understood by the parties to be included in the goods and to be supplied by the Supplier to Us;

  Goods Specification: any specification for the Goods, including related plans and drawings, agreed in writing by Us and the Supplier.

  Intellectual Property Rights: patents, copyright, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, know-how and trade secrets and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such 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.

  Mandatory Policies: Our policies and codes of conduct including relating as notified by Us to the Supplier from time to time.

  Order/ Purchase Order: means the purchase order submitted by Us.

  Our Materials:  all documents, information, items and materials in any form (whether owned by Us or a third party), which are provided by Us to the Supplier in connection with the Services.

  Our Customers: means those organisations, businesses or individuals to whom We agree to supply or intend to supply Goods or Services.

  Payment Terms: shall mean the payment terms agreed by the parties and if no such terms are agreed, We shall pay any invoice correctly and properly submitted to Us by the end of the calendar month  following the month of date of the Supplier’s invoice.

  Price: shall be the price specified in the Order.

  Services:  the services set out in the Order or understood by the parties to be included in the services to be supplied by the Supplier to Us.

  Services Commencement Date: the date set out in the Order.

  Supplier: the person, company, business or organisation that will be supplying Goods or Services to Us under this Agreement.

  Supplier Materials:  all documents, information, items and materials in any form (whether owned by Supplier or a third party), which are used by the Supplier in connection with the provision of the Goods and/or Services.

  Term: has the meaning set out in the Order.

  2.1 Clause and Schedule headings shall not affect the interpretation of this Agreement.

  2.2 Unless the context otherwise requires, words in the singular shall include the plural and in the plural, shall include the singular.

  2.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

  2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

• 3. Commencement and Duration

  3.1 This Agreement will come into effect on the Effective Date and will continue for the Term, unless terminated earlier by either party as set out in this Agreement.

• 4. Supply of Goods

  4.1 The Supplier shall ensure that the Goods shall:

  • 4.1.1 correspond with their description and any applicable Goods Specification;
  • 4.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by Us expressly or by implication, and in this respect We rely on the Supplier’s skill and judgement;
  • 4.1.3 where they are manufactured, be free from defects in design, materials and workmanship and remain so for 24 months after the Delivery Date;
  • 4.1.4 comply with all applicable EU, UK and US laws, regulations, regulatory policies, guidelines or requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods including all relevant quality standards applicable to such Goods; and
  • 4.1.5 match any proof or sample provided to Us by the Supplier, and accepted by Us in writing, in particular but not limited to pantone, shade and colour.

  4.2 The Supplier shall 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 this Agreement in respect of the Goods.

• 5. Delivery of Goods

  5.1 The Supplier shall ensure that:

  • 5.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
  • 5.1.2 each delivery of the Goods is accompanied by a delivery note which (unless We advise otherwise) shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), the weight of the Goods, any special handling or storage instructions and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered;
  • 5.1.3 it states clearly on the delivery note any requirement for Us to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
  • 5.1.4 No packaging shall display or feature any Supplier logo, contact details or similar that shall identify the Supplier to Our Customers or third parties.

  5.2 Unless otherwise notified by Us, the Supplier shall deliver the Goods:

  • 5.2.1 on the Delivery Date:
  • 5.2.2 to the Delivery Location; and
  • 5.2.3 during Our normal hours of business.

  5.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

  5.4 Where Goods are delivered in instalments, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Us to the remedies set out in clause 7.

  5.5 Title and risk in the Goods shall pass to Us on delivery of the Goods (whether in full or in part if delivery is made by instalments) at the Delivery Location.

• 6. Supply of Services

  6.1 The Supplier shall from Service Commencement Date and for the duration of this Agreement supply the Services to Us in accordance with the terms of this Agreement.

  6.2 The Supplier shall meet any performance dates for the Services and time is of the essence in relation to any of those performance dates.

  6.3 In providing the Services, the Supplier shall:

  • 6.3.1 co-operate with Us in all matters relating to the Services, and comply with all of Our instructions;
  • 6.3.2 perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
  • 6.3.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with this Agreement;
  • 6.3.4 ensure that the Services and Deliverables will conform with all descriptions and specifications and that the Deliverables shall be fit for any purpose that We expressly or impliedly makes known to the Supplier;
  • 6.3.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services;
  • 6.3.6 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Us, will be free from defects in workmanship, installation and design;
  • 6.3.7 obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
  • 6.3.8 comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Services including all relevant quality standards applicable to such Services and the Mandatory Policies;
  • 6.3.9 observe all health and safety rules and regulations and any other security requirements that apply at any of Our premises;
  • 6.3.10 hold Our Materials in safe custody at its own risk, maintain Our Materials in good condition until returned to Us, and not dispose or use Our Materials other than in accordance with Our written instructions or authorisation; and
  • 6.3.11 not do or omit to do anything which may cause Us to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that We may rely or act on the Services. 

• 7. Our Remedies

  7.1 If the Supplier fails to deliver the Goods and/or perform the Services by the applicable date, We shall, without limiting or affecting other rights or remedies available to Us, have one or more of the following rights:

  • 7.1.1 to terminate this Agreement with immediate effect by giving written notice to the Supplier;
  • 7.1.2 to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
  • 7.1.3 to recover from the Supplier any costs incurred by Us in obtaining substitute goods and/or services from a third party;
  • 7.1.4 to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered; and
  • 7.1.5 to claim damages for any additional costs, loss or expenses incurred by Us which are in any way attributable to the Supplier’s failure to meet such dates.

  7.2 If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 4.1, then, without limiting or affecting other rights or remedies available to Us, We shall have one or more of the following rights, whether or not We have accepted the Goods:

  • 7.2.1 to terminate this Agreement with immediate effect by giving written notice to the Supplier;
  • 7.2.2 to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;
  • 7.2.3 to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;
  • 7.2.4 to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
  • 7.2.5 to recover from the Supplier any expenditure incurred by Us in obtaining substitute goods from a third party; and
  • 7.2.6 to claim damages for any additional costs, loss or expenses incurred by Us arising from the Supplier’s failure to supply Goods in accordance with clause 4.1.

  7.3 This Agreement shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.

  7.4 Our rights under this Agreement are in addition to any rights and remedies implied by statute and common law.

• 8. Our Obligations

  8.1 We shall:

  • 8.1.1 provide such necessary information for the provision of the Goods and/or Services as the Supplier may reasonably request; and
  • 8.1.2 provide access to Our premises or facilities as may reasonably be requested by the Supplier and agreed with the Supplier in writing in advance, for the purposes of this Agreement.

• 9. Pricing and Payment Terms

  9.1 In consideration of the provision of the Goods and/or Services by the Supplier, We agree to pay the Price in accordance with the Payment Terms.

  9.2 The Price shall be inclusive of the costs of packaging, insurance and carriage of the Goods and include all costs and expenses of the Supplier directly or indirectly incurred in connection with the performance of the Services.

  9.3 Unless otherwise agreed by the parties in writing, the Supplier shall invoice Us after completion of delivery of the Goods and/or on completion of the Services (as applicable). Notwithstanding the Delivery Location, all invoices shall be sent to Us at the address indicated on the Order.

  9.4 We shall pay each invoice in accordance with the Payment Terms, or on such other date as agreed in writing between the parties, to a bank account nominated in writing by the Supplier from time to time.

  9.5 The Price does not include any VAT or other governmental taxes, duties, fees and levies (“Taxes”). If Taxes are payable in respect of the Price, We shall be liable for payment of such Taxes;

  9.6 We may at any time, without notice to the Supplier, set off any liability of the Supplier to Us against any liability We have to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. Any exercise by Us of Our rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

  9.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow Us to inspect such records at all reasonable times on request.

• 10. Intellectual Property

  10.1 We will own any Intellectual Property Rights existing in Our Materials and any Deliverables. We grant the Supplier a personal, non-exclusive, non-transferable licence to use Our Materials for the purposes of this Agreement.

  10.2 The Supplier will own any Intellectual Property Rights existing in the Supplier Materials. The Supplier grants Us a personal, non-exclusive, non-transferable licence to use the Supplier Materials for the purposes of this Agreement.

• 11. Limitation on Liability

  11.1 Nothing in this Agreement shall limit or exclude Our liability for:

  • 11.1.1 death or personal injury caused by Our negligence, or the negligence of Our personnel, agents or sub-contractors;
  • 11.1.2 fraud or fraudulent misrepresentation; or
  • 11.1.3 any other liability which cannot be limited or excluded by applicable law.

  11.2 Subject to clause 1, We shall not have any liability to the Supplier whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profits, goodwill, business opportunities or anticipated savings or benefits, or for any loss of corruption of data or for any indirect or consequential loss arising under or in connection with this Agreement.

  11.3 Our total aggregate liability to the Supplier, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the Price paid by Us under this Agreement in the 12 months preceding the date the liability arose or £100,000 whichever is the lower sum.

• 12. Representations, Warranties and Undertakings

  12.1 Each party represents, warrants and undertakes to the other that:

  • 12.1.1 it has full capacity and authority to enter into and to perform this Agreement;
  • 12.1.2 this Agreement is executed by a duly authorised representative of that party;
  • 12.1.3 there are no actions, suits or proceedings or regulatory investigations pending or, to that party’s knowledge, threatened against of affecting that party before any court or administrative body that might affect the ability of that party to meet and carry out its obligations under this Agreement;
  • 12.1.4 it conducts its business in a manner that is consistent with the Mandatory Policies; and
  • 12.1.5 once duly executed this Agreement will constitute its legal, valid and binding obligations.

• 13. Indemnity

  13.1 The Supplier shall indemnify Us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Us arising out of or in connection with:

  • 13.1.1 any claim made against Us for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding Our Materials);
  • 13.1.2 any claim made against Us by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables;
  • 13.1.3 any claim made against Us by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services;
  • 13.1.4 any breach of the Mandatory Policies.

• 14. Confidential Information

  14.1 Each party undertakes at any time during this Agreement, and for a period of 2 years after termination, not to disclose, copy or use any Confidential Information except as permitted by clause 14.2.

  14.2 Each party may disclose the other party's Confidential Information to its employees, officers, representatives 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 this Agreement as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

  14.3 You shall not use any of Our or Our Customer’s company logos or trademarks or Goods in any of your advertising materials or methods either verbally, physically or in any form of digital or electronic communication or disclose that We are one of Your customers. without Our express consent in writing.

• 15. Data Protection

  15.1 Both parties agree to comply with their obligations under the Data Protection Legislation in respect of any Personal Data, which it supplies or receives under, or in connection with, this Agreement in its role as either Data Controller or Data Processor. Where a party is Data Controller it will ensure that it has obtained from all relevant Employees all consents which may be necessary in order for it, or the Data Processor, to lawfully process Personal Data about those Employees for the purposes of delivering the Services and Products.

  15.2 Both parties warrant that they will take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and the accidental loss or destruction of, or damage to, Personal Data.

• 16. Termination and Consequences of Termination

  16.1 Without affecting any other right or remedy available to Us, We may terminate this Agreement:

  • 16.1.1 with immediate effect by giving written notice to the Supplier if:
    • 16.1.1.1 there is a change of Control of the Supplier; or
    • 16.1.1.2 the Supplier's financial position deteriorates to such an extent that in Our opinion the Supplier's capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy; or
    • 16.1.1.3 the Supplier commits a breach of clause 14, clause 15 or the Mandatory Policies,
  • 16.1.2 for convenience by giving the Supplier 30 days' written notice.

  16.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement immediately on written notice to the other if:

  • 16.2.1 the other party commits a material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days of being notified in writing to do so;
  • 16.2.2 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
  • 16.2.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party;
  • 16.2.4 an application is made to the court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
  • 16.2.5 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

  16.3 On termination of this Agreement, the Supplier shall immediately deliver to Us all Deliverables whether or not then complete and return all of Our Materials. If the Supplier fails to do so, then We may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement.

  16.4 The expiry or termination of this Agreement shall not affect the accrued rights, remedies, obligations or liabilities of the parties under it existing at expiry or termination.

• 17. Force Majeure

  17.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 10 Business Days or more, the party not affected may terminate this Agreement by giving 5 Business Days' written notice to the other party.

• 18. Insurance

  18.1 During the Term and for 6 years thereafter, the Supplier shall, at its expense, maintain in force with a reputable insurance company, adequate insurance covering the supply of the Goods and/or Services and its liabilities under this Agreement.

• 19. General

  19.1 Dispute Resolution: Subject to either party’s rights and remedies under this Agreement, the parties agree to use all reasonable efforts to negotiate and amicably resolve any disputes in relation to this Agreement by senior level negotiations.

  19.2 Publicity: Neither party shall make any public announcement regarding the existence or subject matter of this Agreement without the prior written consent of the other party.

  19.3 Assignment: the Supplier shall not assign nor in any manner transfer any interest or claim in this Agreement to any third party, unless authorised in advance in writing by Us, such authorisation not to be unreasonably withheld or delayed.

  19.4 Sub-contracting: the Supplier may only sub-contract its rights or obligations under this Agreement with Our prior written consent.

  19.5 Severability: If any provision of this Agreement (or part of any provision) is held by any competent authority to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

  19.6 Amendment: No amendment or variation of this Agreement shall be effective unless it is in writing and signed by an authorised representative of the parties.

  19.7 Entire Agreement: This Agreement constitutes the whole Agreement between the parties and supersedes all previous Agreements between the parties relating to its subject matter.

  19.8 Third Party Rights: A person who is not a party to this Agreement may not enforce any of its terms under this Agreement (Rights of Third Parties) Act 1999.

  19.9 Law and Jurisdiction: This Agreement and any non-contractual rights or obligations arising out of or in relation to it, shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts for any dispute arising in connection with this Agreement.