1. Official Purchase Orders
Goods must only be supplied on receipt of our official Purchase Order and the Purchase Order must be quoted on all proforma invoices, packing lists, and commercial invoices. Any counter-offer made by you to supply goods on any other conditions shall only be validly accepted if such acceptance is in writing and signed by our authorised representative.
Packing lists must accompany all goods you supply to us. Your invoices must be issued to the Company or Trading Division which issued the Purchase Order to you.
3. Electromagnetic Compatibility
It is a condition of this order that the products you supply conform with the requirements of the Electromagnetic Compatibility Regulations 2006 or any successor regulations or EU Directive or UK law, the CE mark is applied to the product or packaging to indicate compliance and when requested you shall supply copies of the EC Declaration of Conformity in relation to the goods with accompanying technical documentation and, where applicable, a Notified Body Statement.
4. WEEE Regulations and Environmental Compliance
It is a condition of the Purchase Order that you, as supplier, accept all producer responsibilities for the goods, as defined by the Waste Electric and Electronic Equipment Regulations 2013 (“WEEE Regulations”) together with any separate or supplemental implementation of the EU Directive (2012/19/EU). All goods must be appropriately marked and conform with the WEEE Regulations as applicable in any part of the United Kingdom and all other relevant environmental legislation as at the date of supply.
It is a condition of the Purchase Order that you, as supplier, accept all producer responsibilities for the goods, as defined by the Restriction of Use of Certain Hazardous Substances (“ROHS”) in Electrical and Electronic Equipment Directive (2011/65/EU) or any amendments thereto or enactment thereof in UK law.
6. Compliance with Laws
Notwithstanding the provisions of paragraphs 3-6 hereof, you shall comply with all operative laws made and regulations applicable or pertaining to your supply to us of the goods under the Purchase Order including, without prejudice to the generality of the foregoing, the obligations under the Bribery Act 2010, the Modern Slavery Act 2015, Data Protection Act 1998, the General Data Protection Regulation (2016/679/EU) and the Criminal Finances Act 2017.
7. Rights of Third Parties
For the avoidance of doubt the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to any term or condition hereof and nothing contained herein shall confer on any third party any benefit to the right to enforce any term or condition hereof.
The time of delivery of goods and the date of deliveries requested by us are of the essence of this order and we reserve the right of alteration or cancellation in the event of failure to deliver at the specified time and date, together with all consequential rights. The acceptance by us of any quantity of goods smaller than the specified instalment shall not constitute any waiver of the right on our part to cancel the balance of the order. We will deduct from the amount of invoices any excess costs resulting from your non-compliance with our forwarding instructions, if any. All deliveries must be carriage paid, unless prior agreement has been made. You shall be responsible at all times for providing proof of delivery of goods originals of which proof may be requested by us at any time and which you shall supply forthwith on receipt of such request.
The goods shall be properly packed and secured in accordance with our packaging and delivery specifications to enable them or any part of them to reach their destination in good condition.
10. Assignment of Interest
The Purchase Order is placed on the condition that you shall not assign it or any interest therein, including any payment due or to become due with respect thereto without the prior written consent of our authorised representative.
We shall be entitled at all times to set-off any amount owing from you to us or any of our associated companies against any amount due or owing to you with respect to the Purchase Order.
We reserve the right to reject at your expense, the whole or part of any consignment in which defective goods may be found. Deliveries made over the quantities ordered may be rejected or accepted at our option and if rejected will be held at your risk and returned at your expense.
13. Intellectual Property
You shall hold us harmless and fully indemnified against all claims for damages and for all legal and other expenses and all losses due to infringement of copyright, rights in designs, drawings, specifications and data relating to the goods supplied, patents, devices or processes embodied therein arising from our purchase of the goods from you, whether or not we defend any legal proceedings.
You expressly warrant that all the materials and articles covered by the Purchase Order or other description or specification furnished by you will be in exact accordance with such description or specification and free from defects in material and/or workmanship; and notwithstanding the foregoing you warrant that all materials and articles covered by the Purchase Order shall be fit for the purpose and of satisfactory quality. Such warranties shall survive delivery and shall not be deemed waived either by reason of our acceptance of said materials or articles or by payment for them. Our rights in contract under the Purchaser Order are in addition to the statutory terms implied in favour of the customer by the Sale of Goods Act 1979 and any other statute. Any deviation from the Purchase Order or specifications furnished hereunder, or any other exceptions or alterations must be approved in writing by our authorised representative. You must undertake to replace any defective goods free of charge or credit us with the full purchase price. On request by us you shall supply forthwith a Certificate of Conformity to the relevant British Standard or evidence of compliance with any relevant EU Directive or UK law for the item(s) the subject of the Purchase Order.
You shall indemnify and hold us harmless from all claims and all direct, indirect or consequential liability (including loss of profits, loss of business, depletion of goodwill and similar losses) costs, proceedings, damages, expenses (including legal and other professional expenses) awarded against, incurred or paid by us in connection with defective workmanship, quality of materials in or in relation to the goods, or any claim made against us in respect of any liability loss, damage, injury cost or expense relating to or arising from the goods as a consequence of a direct or indirect breach or negligent performance or delay in performance of the Purchase Order by you howsoever arising.
We may cancel the Purchase Order in whole or in part by giving written notice to you at any time before delivery without liability to you. Termination of the Purchase Order shall not affect any rights, remedies, obligations or liabilities that have accrued to us up to the date of termination including the right to claim damages in respect of breach of the terms and conditions within the Purchase Order which existed at or before the date of termination. If the goods or any part of them are not supplied in accordance with any terms of the Purchase Order we may (without prejudice to any other right or remedy) rescind the Purchase Order, reject the goods in whole or in part, returning such goods to you for a full refund to be paid by you immediately or at your expense require you to remedy any defect or supply replacement goods within 15 days, failing which we shall be entitled to purchase replacement goods from another source whereupon you shall reimburse us for all costs and expenses reasonably incurred and in any case claim any damages we may have sustained in connection with your breach of these conditions.
17. Force Majeure
We reserve the right to suspend acceptance of delivery during any period in which our business may be disrupted by strikes, lock-outs or other incidents of whatever kind beyond our control.
Ownership of the goods will be vested in us upon the sooner of our payment for the goods or delivery in accordance with the Purchase Order notwithstanding that the goods may be collected by our own transport and you will remain responsible to make good all loss or damage to the goods howsoever occasioned at any time prior to delivery. All prices shall be as stated in the Purchase Order except that if you quote or offer to a third party lower prices on better terms for goods of similar quantity, quality or description, we shall be entitled to purchase the goods on the same terms and shall be entitled to a refund of the difference in respect of such goods at the lower price or better terms.
19. Governing Law and Jurisdiction
The Purchase Order and any disputes or claims arising therefrom or relating thereto are governed by and construed in accordance with the law of England and Wales. Each party agrees that the Courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Purchase Order or its subject matter or formation (including non-contractual disputes or claims).