1. Definitions
      1. In these Terms and Conditions: –
        1. “Purchaser” means the member of the Purchaser’s Group identified on the front face of this purchase order (“Purchase Order”).
        2. “Purchaser’s Group” means all entities named on the Purchase Order directly or indirectly controls, is controlled by, or is under common control with.
        3. “Supplier” shall mean the supplier listed on the front face of this Purchase Order.
        4. Purchaser and Supplier each a “Party” or together “Parties”.


    1. Applicability


      1. All goods and/or the services supplied under this Purchase Order shall be supplied in accordance with these Terms and Conditions as updated from time to time and the terms on the face of the Purchase Order (together the “Order”).
      2. Each Order shall constitute a separate contract between the Supplier and the Purchaser.
      3. Except as provided in Clause 2.7, the Order sets forth and is applicable to the entire understanding between the Purchaser and the Supplier and supersedes all other agreements, written or oral, implied by trade, custom, practice or course of dealing between the Purchaser and the Supplier with respect to the subject matter of this Order.
      4. Application of any other general terms and conditions of the Supplier by virtue of reference contained on the Supplier’s acknowledgment, confirmation, invoice or any other documents or form whatsoever is explicitly excluded.
      5. Acceptance of the Purchaser’s Order by the despatch or delivery of the goods or the performance or part-performance of services by the Supplier shall be deemed conclusive acceptance of the Order by the Supplier and Purchaser.
      6. The Purchaser shall have no obligation to purchase a minimum quantity of goods or services and at its sole discretion may determine not to purchase any goods or services at all.
      7. Unless expressly agreed in writing, these Terms and Conditions shall not apply to any negotiated written agreement between a Purchaser and Supplier which shall supersede this Order.


    1. Warranties


      1. The goods (and the manufacture, packaging, storage, handling, transportation and delivery thereof, to the extent they are included in the Order) supplied:-
        1. will comply with all applicable laws, licenses, rules, regulations and codes of the countries of manufacture and of delivery;
        2. will conform to the specifications, drawings, samples, manufacturing warranty or other descriptions contained in the Order or provided or approved by Purchaser;
        3. will be of satisfactory quality, of good material and workmanship and free from effects, lien, charge or other encumbrance
        4. will be fit for their intended purpose; and
        5. in the absence of contrary specifications, will be of the highest grade and quality.
      2. The services and deliverables provided will be performed (i) in a professional and workmanlike manner, (ii) in accordance with best industry practice, and (iii) in compliance with all applicable laws, regulations, codes and all of Purchaser’s safety and other requirements as communicated to Supplier.


    1. Title, Risk and Delivery of the Goods


      1. The Supplier shall deliver the goods in accordance with the Order.
      2. The Supplier shall be responsible for and bear the risk in the unloading of the goods at the location specified in the Order and shall provide all labour, materials and plant necessary at the Supplier’s own cost.
      3. Delivery of the goods shall be complete on the completion of the unloading of the goods at the location specified in the Order.
      4. Title and risk in and to the goods shall pass to the Purchaser upon delivery.
      5. The Purchaser shall not be liable to pay for any goods or items which are delivered in addition to the goods (Excess Delivery). If the Supplier delivers an Excess Delivery it shall remove that Excess Delivery from the Purchaser’s premises and shall be liable for any cost which results from or is connected with doing so. For the avoidance of doubt, the Supplier shall be liable for, and have the risk in any Excess Delivery.


    1. Inspection and Acceptance


      1. The Purchaser will inspect the goods delivered with respect to external damages to packaging, identity and quantity and notify the Supplier of any deficiencies as soon as reasonably practicable after they are discovered.
      2. The receipt of goods or services, the inspection or non-inspection of or payment for the goods or services, will not constitute acceptance of the goods or services and the Purchaser shall have the right at all times to:
        1. reject goods or services which do not conform with the Order;
        2. require the Supplier to repair or remove and replace the rejected goods or to re-perform the services at the Supplier’s risk and expense within twenty (20) business days;
        3. recover damages; and/or
        4. exercise any other remedies to which the Purchaser may be entitled.


    1. Charges and Invoices


      1. In consideration of the provision of the goods and services by the Supplier, the Purchaser shall pay the charges set out on the Order (“Charges”).
      2. Unless expressly agreed otherwise in writing:
        1. the Charges shall be payable in Sterling;
        2. the Charges shall exclude VAT; and
        3. The Purchaser shall pay undisputed invoices within 90 days after the date of receipt of invoice, with cleared funds being in the Supplier’s bank account no later than 7 business days after expiry of the 90 days.
      3. Each Party shall be entitled to receive interest on any payment not made when properly due pursuant to this Agreement, calculated from day to day at a rate per annum equal to 2% above the base lending rate of the Bank of England, and payable from the day after the date on which payment was due up to and including the date of payment.
      4. The Supplier shall comply with any payment process system as advised by Purchaser from time to time.
      5. The Purchaser may set-off liability of the Supplier to the Purchaser against any liability of the Purchaser to the Supplier whether either liability or present or future, liquidated or unliquidated and whether or not either liability arises under this Order.


    1. Staff


      1. The Supplier shall ensure that all Staff:
        1. have the legal right to work in the country where they are performing the services;
        2. are properly trained, fully supervised and possess suitable skills and experience for the provision of the goods and services; and
        3. comply with all security and other procedures and regulations (including health, safety and site policies) in force at the premises of the Purchaser from time to time; comply with all applicable laws.
      2. The Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended or replaced from time to time, (“Transfer Regulations”) may apply upon termination of this Agreement in circumstances where the Purchaser or any other third-party supplier (“Transferee”) takes over provision of similar services (“Transfer”).
      3. The Supplier shall be liable for and shall indemnify the Purchaser and the Transferee in respect of any costs, claims, loss, damages, interest, penalties, or expenses (including reasonable legal and other professional expenses) which may be incurred by the Purchaser and the Transferee by virtue of the Transfer Regulations and as a result of the employment or termination of employment of each of the transferring employees prior to (and including) the date of Transfer and which arises as a result of any act or omission of the Supplier prior to the date of Transfer.


    1. Compliance with laws


      1. The Supplier will, in performing its obligations under an Order comply with all applicable laws, statutes, regulations and codes including but not limited to the Bribery Act 2010, the Modern Slavery Act 2015, the Health and Safety at Work Act 1974, the General Data Protection Regulation 2016/679 and UK legislation which relates to the protection of personal data.
      2. The Supplier takes the issue of modern slavery seriously and has appropriate checks in place so that slavery and human trafficking is not taking place in any of its supply chains or any part of its business.
      3. The Supplier has complied with the requirements of the Modern Slavery Act 2015 if it does not meet the exemption criteria.
      4. The Supplier does not engage in any activity considered to be tax evasion and has adequate prevention procedures in place to comply with the requirements of the Criminal Finance Act 2017.
      5. The Supplier has adequate procedures in place to prevent bribery and corruption offences as set out in the 2010 Bribery Act.
      6. The Purchaser may terminate the Order with immediate effect by giving written notice to the Supplier if the Supplier commits a breach of any clauses in section 8.


    1. Intellectual Property


      1. This Agreement does not assign any intellectual property rights (“IPR”) existing at or prior to the date of it (“Pre-existing IPR”) and accordingly neither Party may assert ownership of the other Party’s Pre-existing IPR.
      2. Neither Party will make use of any trademark or other identifying logo belonging to the other Party or any member of the Purchaser’s Group without the other Party’s express prior written consent.


    1. Limitation of Liability


      1. The entire liability of the Purchaser arising out of or in connection with an Order shall be limited to 100% of the Charges under the Order.
      2. Nothing in this Order excludes or limits the liability of either the Supplier or Purchaser for death or personal injury caused by negligence, or for fraudulent misrepresentation.


    1. Indemnities


      1. The Supplier agrees to indemnify the Purchaser from any claims made against them by third parties arising out of the Order except to the extent that such third-party claims are caused by the Purchaser’s gross negligence or intentional misconduct.


    1. Insurance


      1. Without prejudice to the Purchaser’s rights under this Agreement, the Supplier shall take out and maintain with reputable insurers such policies of insurance to insure the Supplier against all manner of risks that might arise out of the acts or omissions of the Supplier or otherwise in connection with the Supplier’s performance of its obligations under this Agreement, including, without limitation, the following risks at the levels stated unless otherwise agreed:
        1. public and product liability: not less than ten million pounds cover in respect of any one incident;
        2. professional negligence where the Supplier provides advice which the Purchaser relies on: not less than five million pounds cover in respect of any one incident;
        3. employer’s liability: not less than five million pounds cover in respect of any one incident;
        4. such other risks in such amounts as may from time to time be reasonably specified by the Purchaser.
      2. The Supplier shall, on request submit to the Purchaser accurate details of its insurance cover together with documentary evidence that such insurance remains properly maintained.


    1. Termination


      1. Except to the extent prohibited by applicable law, the Purchaser may:
        1. cancel the Order for any reason or no reason prior to delivery of the applicable goods or performance of the services by providing reasonable written notice to the Supplier; and
        2. may immediately terminate the Order, even after delivery, by providing written notice to the Supplier if the Supplier breaches any term or condition of the Order; or becomes insolvent; or subject to any proceeding under any bankruptcy or any insolvency law; and
        3. may terminate the Order in whole or in part for convenience at any time by giving the Supplier not less than 28 days’ written notice.


    1. Consequences of Termination


      1. On termination or expiry of this Agreement for any reason, the Supplier shall at the Purchaser’s request, destroy or return promptly to the Purchaser any Confidential Information and any records or copies of the same in whatever form or permanently erase all such Confidential Information and/or the Purchaser’s data from its computer and communications systems and devices used by it. Confidential Information is as defined in Clause 17.


    1. General terms


      1. Any notice to be given under this Agreement shall be (i) in writing and (ii) delivered by hand or sent by pre-paid first class recorded delivery post to the Party to be served at that Party’s registered office from time to time marked for the attention of the Company Secretary of that Party. Any such notice shall be deemed to have been served (i) if delivered by hand, at the time of delivery; (ii) or if posted, 48 hours after posting.
      2. Delay in exercising, or failure to exercise, any right or remedy in connection with this Agreement shall not operate as a waiver of that right or remedy.
      3. If any term of this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision will apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties.
      4. The Supplier shall not be entitled to assign, transfer, sub-contract or otherwise deal with its rights and obligations arising under or in connection with this Agreement except with the express written consent of the Purchaser.
      5. No variation to this Agreement shall be valid or effective unless it is in writing and signed by the Parties.


    1. Audit


      1. The Purchaser and its authorised representatives shall have the right, at all reasonable times during the term and thereafter on reasonable notice, to perform such audits and inspections of the Supplier and its information, records and materials and those of its agents and contractors, and to take copies thereof, as the Purchaser or its authorised representatives may reasonably require in relation to the provision of the goods and services.
      2. The Supplier shall provide all reasonable assistance to and cooperate with the Purchaser and its authorised representatives in relation to the exercise of any of the Purchaser’s rights under this Clause 16.


    1. Confidentiality


      1. A Party (receiving party) shall keep in strict confidence all proprietary and confidential information of a Party which by its very nature should be treated as confidential or which is designated as confidential or highly sensitive by a Party (“Confidential Information”) disclosed to it by the other Party (disclosing party), its employees, agents or subcontractors in connection with this Agreement. The receiving party shall only disclose such Confidential Information to those of its and, in respect of the Purchaser, the Purchaser’s Group’s, employees, directors, officers, subcontractors, secondees or professional advisors who require such disclosure for the proper performance of their duties (providing such people are under obligations of confidentiality).
      2. The receiving party may also disclose such of the disclosing party’s Confidential Information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.


    1. Data Protection


      1. Neither Party shall process personal data on behalf of the other Party under this Order. The Supplier warrants that should it process any personal data it shall comply with all applicable data privacy laws and not put the Purchaser in breach of any laws. To the extent that the Supplier does intend to further process personal data, the Parties will enter into a separate agreement.


    1. Contracts (Rights of Third Parties) Act 1999


      1. Where any member of the Purchaser’s Group is a beneficiary of the goods or services provided by the Supplier to the Purchaser under this Order, each such member of the Purchaser’s Group shall have the benefit of all rights, benefits and limitations provided for in this Order and accordingly shall be entitled to enforce and rely on it as if it were a Party.
      2. Except as provided in Clause 19.1, this Agreement is not intended to be for the benefit of, and shall not be enforceable by any person, other than a Party, under the Contract (Rights of Third Parties) Act 1999.


    1. Governing law and Jurisdiction


      1. This Order, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.