Conditions Of Purchase For Goods
No terms or conditions submitted at any time by the Supplier shall form any part of the Contract. In the event of a conflict between any of these Conditions and any specific term or condition (whether in the Contract or otherwise) referred to in the Purchase Order, the latter shall prevail.
1.1 In these Conditions:
“Contract” Means the contract between the Purchaser(Twistedpair) and the Supplier consisting of the Purchase Order, these Conditions, and any other documents (or parts thereof) specified in the Purchase Order.
“Delivery” Means the date on which the Goods are required.
“Date” To be delivered to the Purchaser(Twistedpair), as specified on the Purchase Order.
“Goods” Means any such goods supplied to the Purchaser by the Supplier pursuant to or in connection with the Purchase Order.
“Price” Means the price of the Goods as specified on the Purchase Order.
“Purchaser” Means Twistedpair International or Twistedpair UK Limited
“Purchase” Means the document setting out the Order – Purchaser’s requirements for the Contract.
“Supplier” Means the person or company who is the supplier of the Goods named in the Purchase Order.
1.2 The headings in these Conditions are for convenience only and shall not affect its construction or interpretation.
2. CHANGE/ VARIATIONS
2.1 These Conditions may only be varied with the written agreement of the Purchaser.
2.2 The Purchaser reserves the right by reasonable notice to the Supplier to vary the Goods detailed on the Purchase Order and any alteration to the Price or delivery date arising by reason of such modification shall be agreed between the parties and evidenced in writing.
2.3 The Contract shall become binding, and these Conditions shall be deemed to have been accepted by the Supplier on the acceptance of the Purchase Order by the Supplier (either verbally or in writing) or on delivery of the Goods, whichever is the earlier.
3.1 The Supplier warrants and represents to the Purchaser that the Goods shall:
3.1.1 Conform in all respects with any particulars or specification specified in the Purchase Order including any variations.
3.1.2 Conform in all respects with the requirements of any statutes, orders, or regulations.
3.1.3 Be of satisfactory quality and free from defects in materials and workmanship.
3.1.4 Must be fit and sufficient for the purpose for which such goods are ordinarily used and for any particular purpose made known to the Supplier by the Purchaser and the Purchaser relies on the skill and judgement of the Supplier in the supply of the Goods and the execution of the Purchase Order.
4.1 The Supplier shall not increase the Price unless it is accepted by the Purchaser and agreed in writing before the execution of the Purchase Order.
4.2 Unless expressly agreed otherwise between the parties in writing, the Price shall be inclusive of all delivery and insurance costs, VAT and any other applicable sales taxes, duties, or levies.
4.3 Unless otherwise agreed in writing by the Purchaser, the Supplier shall render a separate invoice in respect of each consignment of the Goods delivered under the Purchase Order. The Purchaser undertakes to pay correctly submitted invoices within 30 days of receipt from the day of physical or electronic arrival at the nominated address of the Purchaser. Invoices shall not be rendered by the Supplier until completion of delivery of all the Goods which are the subject of the Purchase Order or of the consignment (as appropriate).
4.4 A valid invoice is one that is: – Delivered in timing in accordance with the contract, correct amount, correct quantity and which has been delivered to the nominated address.
4.5 The Purchaser specifically reserves the right to withhold or deduct by way of set-off or otherwise from any monies due or to become due to the Supplier any monies due to the Purchaser from the Supplier.
4.6 The Purchaser shall not be liable for any orders or amendments to orders other than those issued or confirmed on the official Purchase Order and shall not be responsible for the payment of the Price for Goods supplied in excess of those required by the Purchase Order.
4.7 No payment of or on account of the Price shall constitute any admission by the Purchaser as to proper performance by the Supplier of its obligations under the Contract.
5.1 The Goods shall be delivered to the place named on, and in accordance with, the Purchase Order. Delivery shall be completed when the Goods have been unloaded at the point of delivery specified in the Purchase Order and delivery has been accepted by the Purchaser or its authorised representative.
5.2 Where any access to the premises is necessary in connection with delivery or installation, the Supplier and its sub-contractors shall at all times comply with the reasonable requirements of the Purchaser or Twistedpair’s authorised representative.
5.3 The time of delivery shall be of the essence for the purposes of the Contract and failure to deliver by the Delivery Date shall enable the Purchaser (at its option) to release itself from any obligation to accept and pay for the Goods and/or to cancel all or part of the Goods under the Purchase Order, in either case without prejudice to its other rights and remedies.
5.4 The Supplier’s failure to effect delivery on the Delivery Date specified shall entitle the Purchaser to purchase substitute Goods and to hold the Supplier accountable for any and all loss and/or additional costs incurred as a result of such failure.
5.5 Failure by the Purchaser to exercise its options under Conditions 5.3 and or 5.4 in respect of any part of a Purchase Order shall not be deemed to constitute a waiver with respect to any subsequent part of that Purchase Order.
5.6 If Goods are delivered before the Delivery Date, the Purchaser shall be entitled to its sole discretion to refuse to take delivery or to charge for insurance and storage of the Goods until the Delivery Date.
5.7 Unless otherwise stated in the Purchase Order, the Supplier is responsible for obtaining and the cost of all the export and import costs, and in the case of the Goods supplied from outside the UK, the Supplier shall ensure that accurate information is provided to the Purchaser as to the country of origin, Tariff codes and the Supplier shall be liable for additional duties or taxes should the country of origin prove to be different to the one stated.
6. OWNERSHIP AND RISK
Ownership and risk of the Goods shall without prejudice to any of the rights or remedies of the Purchaser (including the Purchaser’s rights and remedies under Condition 8 below) shall pass to the Purchaser on delivery.
7. GOODS DAMAGED IN TRANSIT
7.1 On despatch of any consignment of the Goods, the Supplier shall send to the Purchaser at the address for delivery of the Goods, a delivery advice note specifying the means of transport, the place and date of despatch, the number of packages and their weight and dimensions.
7.2 The Supplier shall, free of charge, either repair or replace (as the Purchaser shall elect in its sole discretion) such of the Goods as may either be damaged in transit or having been placed in transit fail to be delivered to the Purchaser provided that:
7.2.1 in the case of damage to such Goods in transit the Purchaser shall within thirty (30) days of delivery give notice to the Supplier that the Goods have been damaged; and
7.2.2 in the case of non-delivery the Purchaser shall (provided that the Purchaser has been advised of the despatch of the Goods) within ten (10) days of the notified date of delivery give notice to the Supplier that the Goods have not been delivered.
8. INSPECTION, REJECTION AND GUARANTEE
8.1 Nothing contained in these Conditions shall in any way detract from the Supplier’s obligations under common law or statute or any express warranty or condition contained in the Purchase Order.
8.2 The Supplier shall permit the Purchaser or its authorised representatives to make any inspections or tests it may reasonably require in relation to the Goods and the Supplier shall afford all reasonable facilities and assistance free of charge at the Purchaser’s premises. The Supplier shall make good any defects or deficiencies in the event of any failure (in the sole opinion of the Purchaser) to comply with the terms of the Purchase Order or the Contract. No failure to make a complaint at the time of such inspection or tests and no approval given during or after such tests or inspections shall constitute a waiver by the Purchaser of any rights or remedies in respect of the Goods.
8.3 The Purchaser may by written notice to the Supplier reject any of the Goods which fail to meet the requirements in the Contract. Such notice shall be given within a reasonable time after delivery to the Purchaser of the relevant Goods. If the Purchaser rejects any of the Goods pursuant to this Condition 8.3, the Supplier shall at the Purchaser’s sole option (without prejudice to its other rights and remedies) either:
8.3.1 repair the defective Goods as quickly as possible or (as the Purchaser shall elect in its sole discretion) replace the defective Goods with Goods which comply in all respects with the requirements under the Contract; or
8.3.2 refund to the Purchaser the Price in respect of the defective Goods.
8.4 The Supplier shall guarantee the Goods for a period of twelve (12) months from installation or eighteen (18) months from delivery, whichever shall be the shorter (subject to any alternative guarantee arrangements agreed in writing between the Purchaser and the Supplier). If the Purchaser shall, within such guarantee period or within thirty (30) days thereafter, give notice in writing to the Supplier of any defect in any of the Goods that have arisen during the guarantee period under proper and normal use, the Supplier shall (without prejudice to any of the Purchaser’s other rights and remedies) as quickly as possible remedy such defects (whether by repair or replacement as the Purchaser shall elect in its sole discretion) without cost to the Purchaser.
8.5 Any Goods rejected or returned by the Purchaser pursuant to this Condition 8 shall be returned to the Supplier at the Supplier’s risk and expense.
9.1 The Goods shall be packed and marked in an appropriate manner and in accordance with the Purchaser’s instructions and any statutory requirements and any requirements of the carriers. In particular the Goods shall be marked with the Order Number and Project number, and details of the contents shall be clearly marked on the outside.
9.2 All packaging materials will be considered non-returnable and will be destroyed unless the Supplier’s advice note states that such materials will be charged for unless returned. The Purchaser accepts no liability in respect of the non-arrival at the Supplier’s premises of empty packages returned by the Purchaser.
10. INTELLECTUAL PROPERTY
10.1 Except to the extent that the Goods are supplied in accordance with designs provided by the Purchaser, it shall be a condition of the Purchase Order that none of the Goods will infringe any patent, trade mark, design right (whether registered or not), copyright or any other right in the nature of intellectual property of any third party and the Supplier shall indemnify and keep indemnified the Purchaser against all actions, claims, demands, losses, charges, costs and expenses (legal expenses) which the Purchaser may suffer or incur as a result of or in connection with any breach of this Condition 10.1.
10.2 All materials, equipment, software, inventions, specifications, instructions, plans or any form of intellectual property right in any of the above-mentioned (“Intellectual Property”):
10.1.1 furnished to or made available to the Supplier by the Purchaser in accordance with the Purchase Order are hereby assigned to and shall remain vested solely in the Purchaser.
10.1.2 the Supplier shall not (except to the extent necessary for the implementation of the Purchase Order) without prior written consent of the Purchaser, use or disclose any such Intellectual Property or any information (whether or not relevant to the Contract) which the Supplier may obtain pursuant to the Contract and in particular (but without prejudice to the generality of the foregoing) the Supplier shall not refer to the Purchaser or the Contract in any advertisement without the Purchaser’s prior written agreement.
11. HEALTH AND SAFETY
11.1 The Supplier represents and warrants to the Purchaser that the Supplier has satisfied itself that:
11.1.1 All necessary checks have been made or will be made prior to delivery of the Goods to ensure that the Goods are manufactured, supplied so as to be safe and without risk to the health or safety of persons using the goods.
11.1.2 The Supplier shall make available to the Purchaser adequate information about the safe use for which the Goods have been supplied.
11.2 In any event, the Supplier will comply with the duties imposed on it by the Health & Safety at Work etc Act 1974 or any amendment thereto and of all other statutory provisions, rules, and regulations so far as they are applicable. The Supplier shall indemnify and keep indemnified the Purchaser against any and all actions, claims, demands, losses, charges, costs, and expenses (legal expenses) which the Purchaser may suffer or incur as a result of or in connection with any breach of this Condition 11.
12. INDEMNITY AND INSURANCE
12.1 Without prejudice to any rights or remedies of the Purchaser (including the Purchaser’s rights and remedies under Condition 8 above) the Supplier shall indemnify and keep indemnified the Purchaser against any and all actions, claims, demands, losses, charges, costs and expenses (including legal expenses) which the Purchaser may suffer or incur as a result of or in connection with any damage to property or in respect of any injury (including death) to any person which may result directly or indirectly from any defect in the Goods or the negligence, acts or omissions of the Supplier or any of its employees, agents or sub-contractors.
12.2 The Supplier shall take out and maintain with a reputable insurance company a policy or policies of insurance that are normal for contracts of this nature and covering all the matters which are the subject of indemnities under these Conditions.
12.3 The Supplier shall at the request of the Purchaser produce the relevant policy or policies together with receipts or other evidence of payment of the latest premium.
12.4 The Supplier shall be liable under the provisions of the Contract (including Condition 12.1) whether or not it complies with the insurance provisions in this Condition 12.
12.5 Nothing in these Conditions or the Contract shall exclude or limit the liability of either party for death or personal injury caused by its negligence or for fraudulent misrepresentation.
13.1 These Conditions shall supersede any Confidentiality or Non-Disclosure Agreement between the parties in respect of confidentiality in the performance of the Supply Agreement.
13.2 Each of the parties (a “Receiving Party”) acknowledges that, whether by virtue of and in the course of a Purchase Order or otherwise, it shall receive or otherwise become aware of Confidential Information of the other party (the “Disclosing Party”), and, in respect of all such Confidential Information, the Receiving Party will:
13.2.1 treat it as confidential;
13.2.2 restrict its disclosure to such of its employees, agents and professional advisors as have a need to know and subject always to such employees and agents being under a similar duty of confidentiality; and
13.2.3 not disclose it to any third party without the prior written consent of the Disclosing Party.
13.3 The requirements of this clause 13 shall not apply to any Confidential Information which:
13.3.1 is or becomes common knowledge without breach of this clause by the Receiving Party; or
13.3.2 was in the Receiving Party’s possession prior to receipt from the Disclosing Party, or developed for or by the Receiving Party at any time independently of any disclosure by the Disclosing Party; or
13.3.3 the Receiving Party is required to disclose by law or other competent authority, provided that the Receiving Party notifies the Disclosing Party, if permitted by law as soon as it receives such a request for disclosure and affords to the Disclosing Party all such reasonable assistance as the Disclosing Party may reasonably request to prevent or limit such disclosure.
14.1 In the event of a material breach of the Contract by either party, the non-breaching party may terminate the Contract with immediate effect by notice in writing.
14.2 The Purchaser may terminate the Contract with immediate effect by notice in writing to the Supplier if at any time:-
14.2.1 The Supplier passes a resolution that it be wound-up or that an application be made for an administration order, or the Supplier applies to enter into a voluntary arrangement with its creditors.
14.2.2 A receiver, liquidator, administrator, supervisor, or administrative receiver be appointed in respect of the Supplier’s property, assets, or any part thereof.
14.2.3 The court orders that the Supplier be wound-up or a receiver of all or any part of the Supplier’s assets be appointed.
14.2.4 The Supplier is unable to pay its debts in accordance with the Insolvency Act 1986.
14.2.5 the Supplier (being an individual or partnership) is declared or adjudicated bankrupt or enters into any arrangement or composition with its creditors.
14.4 Nothing in this Condition 14 shall affect the coming into, or continuance in force of any provision of the Contract which is expressly or by implication intended to come into force or continue in force upon termination of the Contract.
15. ASSIGNMENT AND SUB-CONTRACTING
15.1 The Supplier shall not without the prior written consent of the Purchaser assign or transfer the benefit or burden of the Contract.
15.2 No sub-contracting by the Supplier shall in any way relieve the Supplier of any of its responsibilities under the Contract.
15.3 Where the Purchaser enters into a sub-contract arrangement with a supplier or contractor for the purpose of performing the Contract, it shall cause a clause to be included in such sub-contract which requires payment to be made to the supplier or contractor within a specified period not exceeding thirty (30) days from receipt of a valid invoice as defined by the sub-contract requirement.
Any notices to be given under the Contract shall be delivered personally, by post or by email. Any such notice shall be deemed to be served, if delivered personally, at the time of delivery, if sent by post, 48 hours after posting or, if sent by email, 12 hours after proper transmission.
17. THIRD PARTY RIGHTS
The Contract is not intended to create any rights of any kind whatsoever enforceable by any person who is not a party to the Contract, including any rights enforceable under the Contracts (Rights of Third Parties) Act 1999.
18. FORCE MAJEURE
18.1 In case of Force Majeure affecting the fulfilment of all or a material provision, the party so affected, upon giving prompt notice to the other party, shall be temporarily excused from the performance of its obligations to the extent that and for so long as non-performance results from the event of Force Majeure. The affected party shall not be committed to the payment of any compensation (other than for payment due for Goods Delivered up to or notwithstanding commencement of the Force Majeure event) but shall use its best efforts to minimise the consequences, to remove the cause of non-performance, to co-operate with the other party in finding alternative ways and means of fulfilling its obligations and shall provide full performance hereunder without delay whenever such causes are removed.
18.2 “Force Majeure” shall mean all unforeseeable and unavoidable events beyond the reasonable control of the party affected, which prevent or delay in total or in part the carrying out of its obligations (e.g. fire, cyclone, flood, accidents, war, riots, insurrection, civil disturbance, pandemics, viral infections, other natural disasters, acts of government, governmental regulations) but excluding transportation difficulties, strike, lock out or other labour disputes of the Supplier or third parties.
19. COMPLIANCE WITH RELEVANT REQUIREMENTS
The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims), shall be governed by, and construed in accordance with, English law.
Subject to clause 19.1, the parties irrevocably submit to the exclusive jurisdiction of the courts of England.
19.1 The Supplier shall:
19.1.1 Must comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010 (“Relevant Requirements”);
19.1.2 Must not engage in any activity, practice, or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice, or conduct had been carried out in the UK;
19.1.3 Must have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010 and The Modern Slavery Act 2015, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate; and
19.1.4 Must promptly report to the Purchaser any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this agreement.