Terms & Conditions


1. Interpretation The following definitions and rules of interpretation in this clause apply to these Conditions.

1.1 Definitions: -

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

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Commencement Date: The date an Order is placed pursuant to these Conditions.

Conditions: The terms and conditions set out in this document as amended from time to time.

Confidential Information: any information of a confidential nature concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of its Group, including information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers.

Customer: the party entering into these Conditions with the Supplier by virtue of placing an Order.

Delivery: completion of delivery of Products specified in an Order in accordance with clause 6.4.

Delivery Date: the date specified for delivery of Products specified in an Order in accordance with clause 4.3.

Delivery Location: the Supplier's premises at its registered office address or as otherwise agreed between the parties.

Force Majeure Event: has the meaning given in clause 18.1.

Group: in relation to a company, that company, any subsidiary or holding company or subsidiary to that holding company from time to time of that company.

Incoterms: The international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or in or given a particular meaning by the provisions of Intercoms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Intercoms and these Conditions, the latter shall prevail.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks 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, confidential information (including 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, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.

Mandatory Policies: the Supplier's business policies as amended by notification to the Customer from time to time. month: a calendar month.

Order: an order for Products submitted by the Customer in accordance with clause 4.

Order Number: the reference number to be applied to an Order by the Supplier in accordance with clause 4.4.

Products: the Products ordered by and supplied to the Customer.

Product Prices: the prices of the Products as determined in accordance with clause 9 and Product Price means the price of an individual Product as determined in accordance with that clause.

Term: the term of the Conditions, as determined in accordance with clause 2. year: any period of 12 consecutive months from 1 January to the following 31 December.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

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

1.4 The Schedules form part of these Conditions and shall have effect as if set out in full in the body of these Conditions and any reference to these Conditions includes the Schedules.

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

1.7 Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

1.8 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.9 These Conditions shall be binding on, and enure to the benefit of, the parties to these Conditions and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

1.10 Unless expressly provided otherwise in these Conditions, a reference to legislation or a legislative provision is a reference to it as it is in force as at the date of these Conditions.

1.11 Unless expressly provided otherwise in these Conditions, a reference to legislation or a legislative provision shall include all subordinate legislation made as at the date of these Conditions under that legislation or legislative provisions.

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

1.13 Any obligation in these Conditions on a person not to do something includes an obligation not to agree or allow that thing to be done.

1.14 References to a document in agreed form are to that document in the form agreed by the parties and initialled by them or on their behalf for identification.

1.15 A reference to these Conditions or to any other conditions or document is a reference to these Conditions as varied from time to time.

1.16 References to clauses and Schedules are to the clauses and Schedules of these Conditions; and references to paragraphs are to paragraphs of the relevant Schedule.

1.17 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

2. Commencement and term

These Conditions shall be binding on the Supplier and the Customer as of the Commencement Date. Either party may terminate these Conditions by providing a written notice of cancellation to the other party at least three (3) months in advance. Upon termination, the parties shall fulfil any outstanding obligations and settle any amounts due to the effective date of termination.

3. Supply of products

During the Term, the Supplier shall supply and the Customer shall purchase such quantities of Products as the Customer has specified on an Order and which the Supplier has accepted.

4. Orders

4.1 Each Order shall be deemed to be a separate offer by the Customer to purchase Products on the terms of these Conditions, which the Supplier shall be free to accept or decline at its absolute discretion.

4.2 No Order shall be deemed to be accepted by the Supplier until it issues a formal acceptance of the Order.

4.3 Each Order shall: (a) be given in writing or, if given orally, shall be confirmed in writing within two Business Days; and (b) specify the type and quantity of Products ordered.

4.4 The Supplier shall have the sole discretion to determine whether the price for the Order is inclusive of delivery costs. In the event that delivery costs are not inclusive of the price for the Products the Supplier shall inform the Customer of the proposed delivery charges.

5. Manufacture, quality and packing

5.1 The Products supplied to the Customer by the Supplier under these Conditions shall: (a) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier; (b) comply with all applicable statutory and regulatory requirements.

5.2 The Supplier shall ensure that the Products are properly packed and secured in a manner to enable them to reach their destination in good condition.

5.3 The Supplier shall obtain and maintain in force for the Term all licences, permissions, authorisations, consents and permits needed to manufacture and supply the Products in accordance with the terms of these Conditions.

5.4 The Supplier shall comply with all applicable laws, enactments, orders, regulations and other instruments relating to the manufacture, packing, packaging, marking, storage, handling and delivery of the Products.

6. Delivery

6.1 For Orders where the Delivery Location is within mainland United Kingdom the Supplier will deliver the Products to the Delivery Location using reasonable endeavours to deliver to the Customer by the Delivery Date but the Customer acknowledges that the Delivery Date is an estimate and the Supplier shall not be liable for late delivery.

6.2 In the event the Delivery Location is outside of mainland United Kingdom, the parties agree that the Incoterms 2020 Ex Works as published by the International Chamber of Commerce shall apply.

6.3 Any time or date for the dispatch or delivery of the Products specified by the Supplier shall be taken as an estimate made by the Supplier in good faith, but shall not be binding upon the Supplier and time of delivery is not of the essence.

6.4 Delivery is completed on the completion of loading of the Order at the Delivery Location.

6.5 The Supplier may deliver Orders by instalments, which may be invoiced and paid for separately. References in these Conditions to Orders shall, where applicable, be read as references to instalments.

6.6 Delays in the delivery of an Order shall not entitle the Customer to: (a) refuse to take delivery of the Order; or (b) claim damages; or (c) terminate these Conditions.

The Supplier shall have no liability for any failure or delay in delivering an Order to the extent that any such failure or delay is caused by the Customer's failure to comply with its obligations under these Conditions.

6.7 Each delivery of Products shall be accompanied by a delivery note from the Supplier showing the Order Number, the date of the Order, the type and quantity of Products included in the Order and, in the case of Products being delivered by instalments, the outstanding balance of Products specified in an Order remaining to be delivered.

7. Acceptance and defective products

7.1 The Customer may reject any Products delivered to it that do not comply with clause 5.1, provided that:

(a) notice of rejection is given to the Supplier:

(i) in the case of a defect that is apparent on normal visual inspection, within five Business Days of Delivery;

(ii) in the case of a latent defect, within a reasonable time of the latent defect having become apparent; and.

(b) none of the events listed in clause 7.3 apply.

7.2 If the Customer fails to give notice of rejection in accordance with clause 7.1, it shall be deemed to have accepted the Products.

7.3 The Supplier shall not be liable for the Products' failure to comply with the warranty set out in clause 5.1 in any of the following events:

(a) the Customer makes any further use of those Products after giving notice in accordance with clause 7.1;

(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions for the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;

(c) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;

(d) the Customer alters or repairs those Products without the written consent of the Supplier;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(f) the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

7.4 If the Customer rejects Products under clause 7.1 then the Customer shall be entitled to: (a) require the Supplier to repair or replace the rejected Products; or (b) require the Supplier to repay the price of the rejected Products in full. Once the Supplier has complied with the Customer's request, it shall have no further liability to the Customer for the rejected Products' failure to comply with clause 5.1.

7.5 These Conditions shall apply to any repaired or replacement Products supplied by the Supplier.

8. Title and risk

8.1 Risk in Products shall pass to the Customer on Delivery.

8.2 Title to Products shall not pass to the Customer until the earlier of the Supplier receives payment in full (in cash or cleared funds) for the Products.

8.3 Until title to Products has passed to the Customer, the Customer shall:

(a) store those Products separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to those Products;

(c) maintain those Products in satisfactory condition and keep them insured on the Supplier's behalf for their full price against all risks with an insurer that is reasonably acceptable to the Supplier. The Customer shall obtain an endorsement of the Supplier's interest in the Products on its insurance policy, subject to the insurer being willing to make the endorsement. On request the Customer shall allow the Supplier to inspect the insurance policy; and

(d) give the Supplier such information as the Supplier may reasonably require from time to time relating to the Products.

8.4 At any time before title to the Products passes to the Customer, the Supplier may require the Customer to deliver up all the Products in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the relevant Products are stored in order to recover them.

9. Product prices

The Product Prices shall be the price stated on the invoice provided to the Customer in accordance with clause 10.1.

10. Terms of payment

10.1 The Supplier shall be entitled to invoice the Customer for each Order on acceptance of the Order or at any time after Delivery. Each invoice shall quote the relevant Order Numbers.

10.2 The Customer shall pay invoices in full and in cleared funds 30 days of the month after receipt. Payment shall be made to the bank account nominated in writing by the Supplier.

10.3 If a party fails to make a payment due to the other party under these Conditions by the due date, then, without limiting the other party's remedies under these Conditions, the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

10.4 If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately notify the Supplier in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The Supplier and Customer (as applicable) shall provide all evidence as may be reasonably necessary to verify the disputed invoice or request for payment.

10.5 All amounts due under these Conditions shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11. Compliance with laws and policies

11.1 In performing its obligations under the agreement, the Customer shall and shall procure that each member of its Group comply with:

(a) all applicable laws, statutes, regulations and codes from time to time in force; and (b) the Mandatory Policies.

11.2 The Supplier may terminate the agreement with immediate effect by giving written notice to the Customer if the Customer commits a breach of clause 11.1.

12. Indemnity

12.1 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all and other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any infringement of the Supplier’s Intellectual Property Rights by the Customer.

13. Insurance

13.1 During the Term the Customer shall maintain in force the following insurance policies with reputable insurance companies: (a) public liability insurance with a limit of at least £5,000,000; and (b) product liability insurance with a limit of at least £5,000,000 for claims arising from a single event or series of related events in a single calendar year.

14. Limitation of liability

14.1 References to liability in this clause 14 include every kind of liability arising under or in connection with these Conditions including liability: (a) in contract, tort (including negligence), misrepresentation, restitution or otherwise; and (b) arising out of any use made or resale of the Products by the Customer, or of any product incorporating any of the Products.

14.2 Nothing in this clause 14 shall limit the Customer's payment obligations under these Conditions.

14.3 Nothing in these Conditions limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; and (b) fraud or fraudulent misrepresentation.

14.4 Subject to clause 13.4, the Supplier's total liability to the Customer shall not exceed the amount of good supplied in the 12 months prior to the relevant liability arising.

14.5 The Supplier has given commitments as to compliance of the Products with relevant specifications in clause 5.1. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from these Conditions.

15. Confidentiality

15.1 Each party undertakes that it shall not at any time during these Conditions and for a period of two years after termination or expiry of these Conditions disclose to any person any Confidential Information, except as permitted by clause 15.2.

15.2 Each party may disclose the other party's Confidential Information:

(a) to its employees, officers, representatives, contractors, subcontractors 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 these Conditions. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 15.2; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3 Neither party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Conditions.

15.4 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in these Conditions are granted to the other party, or to be implied from these Conditions.

16. Obligations on termination>

On termination or expiry of these Conditions the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of the Products supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt.>

17. Survival

17.1 On termination or expiry of these Conditions the following clauses shall continue in force: (a) clause 12 (Indemnity); (b) clause 13 (Insurance); (c) clause 14 (Limitation of liability); (d) clause 15 (Confidentiality); (e) clause 16 (Obligations on termination); (f) clause 29 (Governing law); and (g) clause 30 (Jurisdiction).

17.2 Termination or expiry of these Conditions shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages for any breach of the agreement that existed at or before the date of termination or expiry.

18. Force majeure

18.1 Force Majeure Event means any circumstance not in a party's reasonable control including:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination, or sonic boom;

(e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

(f) collapse of buildings, fire, explosion or accident; and

(g) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);

(h) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and

(i) interruption or failure of utility service.

18.2 Provided it has complied with clause 18.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under these Conditions by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of these Conditions or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

18.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

18.4 The Affected Party shall:

(a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than three days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and

(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

19. Assignment and other dealings

19.1 Subject to clause 19.2, neither party shall assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Conditions without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).

19.2 The Supplier may, after giving prior written notice to the Customer, assign or subcontract any or all of its rights and obligations under these Conditions to a member of its Group for so long as that company remains a member of its Group. If the Supplier assigns its rights under these Conditions to a member of its Group, the Buyer shall procure that such company assigns such rights back to it. If the Supplier subcontracts the performance of any or all of its obligations under these Conditions to a member of its Group shall immediately resume the performance of such obligations on such company ceasing to be a member its Group, or delegate the performance of such obligations to such other member of its Group as it may nominate.

20. Costs

Except as expressly provided in these Conditions, each party shall pay its own costs incurred in connection with the negotiation, preparation and execution of these Conditions.

21. Severance

21.1 If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Conditions.

21.2 If any provision or part-provision of these Conditions is deemed deleted under clause 21.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

22. Further assurance

At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to these Conditions.

23. Variation

No variation of these Conditions shall be effective unless it is in writing and signed by both parties (or their authorised representatives).

24. Waiver

24.1 A waiver of any right or remedy under these Conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

24.2 A failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.

24.3 A party that waives a right or remedy provided under these Conditions or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

25. Notices

25.1 Any notice given to a party under or in connection with these Conditions shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).

25.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address; (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am]on the second Business Day after posting; or (c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

25.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

26. Entire agreement

26.1 These Conditions constitute the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

26.2 Each party acknowledges that in entering into these Conditions it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions.

26.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Conditions.

26.4 Nothing in this clause 26 shall limit or exclude any liability for fraud.

27. Third party rights

Unless it expressly states otherwise, these Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Conditions.

28. Counterparts

This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

29. Governing law

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

30. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.