Terms And Conditions of Purchase


1. Acceptance | 2. Delivery | 3. Inspection | 4 . Cumulative Remedies | 5. Price and Payment | 6. Change Order | 7. Termination | 8. Warranties | 9. Indemnification |10. Confidential Information | 11. Insurance | 12. Compliance with Law | 13. Shipping Terms | 14. Title and Risk of Loss | 15. Force Majeure | 16. Waiver and Release of Liens | 17. Relationship of the Parties | 18. Governing Law and Venue | 19. Notices | 20. Inconsistent Terms | 21. Services | 22. Survival | 23. Severability | 24. Ethical Dealings | 25. Audit Rights | 26. Record Keeping | 27. Miscellaneous 


This purchase order is an offer by the company identified on the face of this purchase order (the "Buyer") for the purchase of the goods (the "Goods") or services (the “Services”) specified, from the party to whom the purchase order is addressed (the "Seller") in accordance with and subject to these terms and conditions (the "Terms"); together with the terms and conditions on the face of the purchase order, the ("Order").  This Order will be deemed accepted by the Seller upon the first of the following to occur: (a) Seller making, signing, or delivering to Buyer any letter, form, or other writing or instrument acknowledging acceptance; (b) any performance by Seller under the Order; or (c) the passage of ten (10) days after Seller’s receipt of the Order without written notice to Buyer that Seller does not accept.  This Order together with any documents incorporated herein by reference constitutes the sole and entire agreement of the parties with respect to the Order and supersedes all prior or contemporaneous understandings, agreements, negotiations, communications, representations and warranties both written and oral, with respect to the subject matter of the Order, unless a separate overriding written contract has been entered into and signed by the parties. The Order expressly limits Seller's acceptance to the terms of the Order. These Terms expressly exclude any of Seller's terms and conditions of sale or any other document issued by Seller in connection with this Order. 


Seller shall deliver the Goods and/or perform the Services at the delivery point (the “Delivery Location”), and on the date(s) specified in this Order (the "Delivery Date") unless previously otherwise agreed in writing by the Buyer. If no delivery date is specified, Seller shall deliver in full within a reasonable time of receipt of the Order. Timely delivery is of the essence. If Seller fails to deliver the Goods or Services in full, on the Delivery Date or any subsequent date agreed in writing by the Buyer, Buyer may terminate the Order immediately and Seller shall indemnify Buyer against any losses, damages, and reasonable costs and expenses attributable to Seller's failure to deliver. 


Buyer reserves the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may reject all or any portion of the Goods if it determines the Goods are defective or nonconforming. If Buyer requires replacement of the Goods, pursuant to Section 4, Seller shall promptly replace the nonconforming Goods on the date agreed in writing by the Buyer. If Seller fails to deliver replacement Goods by the date agreed in writing by the Buyer, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate this Order for cause pursuant to Section 7. Any inspection or other action by Buyer under this Section shall not affect Seller's obligations under the Order, and Buyer shall have the right to further inspection after Seller takes remedial action. 


The rights and remedies under this Order are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise.  If Seller is in breach of the warranties set out in Section 8, Seller will, at its sole cost, replace or repair the Goods or re-perform Services to Buyer’s satisfaction.


The price of the Goods or Services is the price stated on the face of this Order (the “Price”). Seller shall invoice Buyer for the Order within thirty (30) days of delivery. Unless otherwise stated in the Order or mandated by local law, Buyer shall pay all properly invoiced amounts due to Seller within sixty (60) days after receipt of such invoice, except for any amounts disputed by Buyer.  The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under the Order notwithstanding any such dispute.  Without prejudice to any other right or remedy, Buyer reserves the right to set off any amount owing to it by Seller against any amount payable by Buyer to Seller. Payment of an invoice is not evidence or admission that the Goods or Services meet the requirements of the Order.


Buyer may, from time to time, initiate changes by issuing to Seller written notices (each, a “Change Order”) that alter, add to, or deduct from the Goods or Services, but that are otherwise subject to the Terms of this Order. Seller will promptly comply with the terms of any Change Order.  


Buyer may terminate this Order, in whole or in part, for any reason upon five (5) days' prior written notice to Seller. In addition to any remedies provided herein, Buyer may terminate this Order with immediate effect, either before or after acceptance of Goods or Services, if Seller has breached any of the Terms herein. If the Seller becomes insolvent, commences or has commenced by it or against it bankruptcy proceedings, receivership, reorganisation or assignment for the benefit of creditors, then the Buyer may terminate this Order. If Buyer terminates the Order for any reason, Seller's sole and exclusive remedy is payment for the Goods or Services received and accepted by Buyer prior to the termination.


Seller warrants to Buyer that for a period of six (6) months from the Delivery Date, all Goods, Services or Goods furnished in connection with Services will: (a) conform to applicable specifications; (c) be fit for their intended purpose and operate as intended; (d) be free and clear of all liens, security interests or other encumbrances; and (e) not infringe or misappropriate any third party's intellectual property rights. These warranties survive any delivery, inspection, acceptance or payment. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer's discovery of the noncompliance. If Buyer gives Seller notice of noncompliance, Seller shall, at its own cost and expense, promptly replace or repair the nonconforming Goods or Services.


Seller shall defend, indemnify, and hold harmless Buyer, its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders, and employees (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, action, judgment, interest, penalty, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder (collectively, "Losses") arising out of or occurring in connection with Seller’s performance of its obligations or Seller's negligence, wilful misconduct or breach of the Terms of this Order or possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. Seller shall not enter into any settlement without Buyer's or Indemnitee's prior written consent.  


All non-public, confidential or proprietary information of the Buyer, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, pricing, discounts or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed or copied unless authorised by Buyer in writing. Upon Buyer's request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. All work product developed by the Seller and provided to Buyer under this PO are and shall remain the personal property of Buyer.  This Section shall not apply to information that is: (a) in the public domain; (b) rightfully and legally known to the Seller at the time of disclosure; or (c) rightfully and legally obtained by the Seller on a non-confidential basis from a third party.


Seller shall, at its own expense, maintain, and carry insurance in full force and effect with financially sound and reputable insurers, which includes: (a) commercial general liability (including product liability) in a sum no less than £1,000,000 (or the equivalent value in local currency) for each occurrence and £2,000,000 (or the equivalent value in local currency) in the aggregate; (b) employers liability insurance in compliance with the applicable laws of each jurisdiction affected by the Order; (c) if the Seller will use or provide for use of motor vehicles in providing and/or performing the Order, automobile (motor vehicle) insurance covering all liabilities for personal injury and property damage arising from the use of such vehicles, with limits of no less than £1,000,000 (or the equivalent value in local currency); (d) where the seller is providing services to the Buyer on behalf of the Buyer, the Seller must also have Employers Liability Insurance and Public Liability Insurance to cover Injury to any person with a limit of indemnity not less than £2,000,000 (or the equivalent value in local currency) . Upon Buyer's request, Seller shall provide Buyer with a certificate of insurance evidencing the coverage specified in this Order. 


Seller warrants and represents to Buyer that it is in compliance with and shall remain in compliance during performance of this Order and ensure that its employees, agents, contractors and subcontractors (the “Personnel”) comply with all applicable laws, regulations and ordinances. Seller has and shall maintain in effect all the licenses, permissions, authorisations, consents and permits required by law to carry out its obligations under the Order. Seller shall comply with all export and import laws of all countries involved in the sale of Goods under this Order. Seller assumes all responsibility for shipments of Goods requiring any government import clearance unless otherwise agreed by the Buyer in writing. To the extent that Seller’s Personnel are required to enter onto Buyer’s site or property, Seller shall ensure that Personnel comply with Buyer’s health, safety and environmental policies and standards.


Delivery shall be made in accordance with the Terms of this Order.  The Order number must appear on all documents pertaining to the Order, invoices, packing lists and all shipping documents.  Seller shall not substitute material or ship more than the quantity ordered unless previously approved in writing by the Buyer.  Seller will remove all labels on the product itself that identify the Sellers identity.  Seller shall be solely responsible for and pay, all costs of delivering the Goods to the Delivery Location, including, without limitation, all shipping and freight costs and all duties, fees, tariffs or similar analogous taxes on imports/exports of the Goods (“Customs Duties”) unless otherwise agreed with Buyer.  Seller will ensure the correct Harmonised (Commodity) Code is used on all shipments to the Buyer, Duty incurred as a result of the incorrect codes being used will be payable by the seller


Unless otherwise specified in the Order, risk of loss of the Goods remains with Seller and title will not pass to Buyer until the Goods are delivered to and accepted by Buyer at the Delivery Location.


Neither party shall be liable to the other for any delay or failure in performing its obligations under the Order to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party's fault or negligence, and which by its nature could not have been foreseen by such party ("Force Majeure Event"). Force Majeure Events include but are not limited to acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, terrorist acts, riots, strike or embargoes. Seller's economic hardship or changes in market conditions are not Force Majeure Events. Seller shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimised and resume performance under the Order. If a Force Majeure Event prevents Seller from performance for a continuous period of more than ten (10) business days, Buyer may terminate this Order immediately by giving written notice to Seller.


Upon Seller receipt of amounts properly invoiced, Seller waives and releases all rights to, for itself and its subcontractors, and at its sole cost shall obtain prompt removal of any lien fixed against Buyer, for Goods or Services performed under this Order.


The Seller is an independent contractor of Buyer. Nothing contained herein shall be construed as creating any agency, partnership, employment or fiduciary relationship. Neither party shall have authority to bind the other party in any manner whatsoever.


All matters arising out of or relating to this Order shall be governed by and construed in accordance with English Law.  Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the High Court of the United Kingdom.


All notices, consents, claims, demands, waivers and communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of this Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognised overnight courier (all fees pre-paid), or certified or registered mail (return receipt requested, postage prepaid). A Notice is effective only upon receipt of the receiving party, and if the party giving the Notice has complied with the requirements of this Section 19.


The terms found on the face of this Order shall govern over the terms and conditions herein.  Any separate written overriding agreement signed by both parties shall govern over the terms of the Order.


Any Seller that may perform Services represents itself as qualified and able to perform.  Seller shall perform Services pursuant to the industry standard of care.  Buyer will furnish materials, equipment and machinery only if and to the extent set forth in the Order.  Seller will report immediately to Buyer any event or circumstance which Seller knows or reasonably suspects is, or results from, a violation of Buyer’s policies or law set forth herein.  Seller will, at its sole cost and expense, repair or replace any real or personal property belonging to Buyer that Seller, its employees or agents may damage, destroy or remove while performing or result from performing this Order.


Provisions of this Order which by their nature should apply beyond any termination of this Order will remain in effect for the period expressed within the Section but not longer than a period of two (2) years.


If any term or provision of this Order is found invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term of this Order or invalidate or render unenforceable such term in any other jurisdiction.


Seller will strictly comply with all local and, where applicable, international laws and regulations on bribery, corruption, ethical and general business practices. 


Upon Buyer’s notice to Seller and at no charge to Buyer, Seller shall provide to Buyer access at reasonable times to any facility at which Seller is providing services under this PO and to all systems, data and records relating to such services for purposes of auditing Seller's performance of its obligations under this PO.  The Seller will also provide to the Buyer’s Auditors and any regulatory body, the same access including to verify compliance with applicable laws and the protection and integrity of Buyer and Buyers’ customer data.


Seller will maintain (and subject to applicable law provide to Buyer upon request) relevant business, technical and accounting records to support Seller's invoices and to demonstrate compliance with Seller's performance of its regulatory compliance and security-related obligations under this PO, and proof of required permits and professional licenses, for a period of time as required by applicable local law, but not for less than three (3) years following completion or termination of this PO. All accounting records will be maintained in accordance with generally accepted accounting principles.


Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without Buyer’s prior written consent. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment shall relieve the Seller of any of its obligations hereunder. No modification, alteration or amendment of the Order shall be binding unless agreed to in writing and signed by Buyer.  No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Order by Buyer shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or privilege hereunder preclude any other exercise of any additional right, remedy, or privilege.