Terms and Conditions for the Purchase of Goods and Services – April 2024
1. Definitions:
(a) The term “Buyer” shall mean insert our company name with its registered office at First Floor, Mulberry House, Parkland Square, 750 Capability Green, Luton, LU1 3LU.
(b) The term “Seller” shall mean the person, firm or company to whom the Order is issued.
(c) The term “Goods" includes all goods covered by the Order whether raw materials, processed materials, fabricated products or services.
(d) The term “Order” shall mean the Buyer’s purchase order to which these conditions shall apply or any other instruction to supply issued in writing by the Buyer.
(e) The term “Loss” or “Losses” shall mean against all liabilities, costs, claims, suits, actions, liabilities, judgements, expenses, damages and losses (including but not limited to any direct, indirect, special or consequential losses, loss of profit, loss of sales, loss of savings, loss of reputation) and all interest, penalties and any professional costs and expenses.
(f) The term “Applicable Laws” shall mean the laws of England and Wales and the European Union and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the provision of the Goods or Services.
(g) These “Conditions” shall mean the contract between the Buyer and the Seller consisting of the Order, these Conditions and any other documents (or part thereof) specified in the Order but specifically excludes any terms and conditions of the Seller which may be communicated by the Seller to the Buyer at any time unless specifically accepted by the Buyer in writing.
(h) “The Services” shall mean the services supplied by the Seller and as set out in the Order.
2. The Buyer accepts no responsibility for any order unless issued on the Buyer’s authorised Purchase Order forms and duly authorised.
3. Invoices bearing the Buyer’s Order number must be received no later than the fifteenth (15th) day of the month following delivery otherwise payment may be delayed by at least one (1) month. Unless otherwise agreed in writing by the Buyer, payment will be made forty five (45) days from receipt of a properly prepared and valid invoice, which shall be issued after the Goods or Services have been delivered to and accepted by the Buyer.
4. In the absence of specification or sample, all goods or materials must be to the Buyer’s written approval.
5. All Goods or Services supplied which are not in accordance with the Buyer’s requirements, as stipulated on the Order, and/or specifications must be replaced free of all cost (to the Buyer) or, at the Buyer’s option, full credit must be allowed upon return at Sellers cost. The Seller will be responsible for any costs and Losses associated with the return or cancellation of such Goods or Services including freight and packing.
6. Delivery must be effected free to address(es) stated by the Buyer, unless otherwise specified or agreed. All Goods must be signed for, and delivered in accordance with instructions on the Order. If Goods are incorrectly delivered, the Seller will be held responsible for any additional expense in re-delivery to the correct address.
7. The Buyer reserves the right to cancel the Order without redress, if the requirements are not executed by the Seller within a reasonable time or within the time specified.
8. All returnable packages must be clearly marked or numbered, with the Order reference being quoted on advice notes and invoices.
9. In the event of any unforeseen circumstances beyond the Buyer’s control including but not limited to strikes or lock-outs (not caused by the Seller), fires, accidents, or any other force majeure event, which may prevent the use of the Goods or Services forming the subject of the Order, deliveries of such Goods or Services may at the Buyer’s sole option be suspended.
10. The Buyer may at its discretion waive its rights in respect of any one or more of these Conditions without prejudice to any of its rights under any other Condition herein.
11. These Conditions and any Order shall be construed in all respects in accordance with English law and any dispute as to the terms or subject matter hereof shall be referred to a court of competent authority.
12. The Goods or Services and all materials covered by the Order shall comply with the Applicable Law and applicable standards for such Goods or Services (including those relating to manufacturing, packaging, labelling and transportation), including but not limited to the Health and Safety at Work Act 1974, Waste Electronic and Electrical Equipment Regulations 2013, Sale of Goods Act 1979, Supply of Goods and Services Act 1982, Sale and Supply of Goods Act 1994, the Sale and Supply of Goods to Consumers Regulations 2002, the Bribery Act 2010, the Modern Slavery Act 2016 and the Criminal Finances Act 2017 (as amended, modified or re-enacted from time to time).
13. The Seller warrants that the Goods or Services:
(a) are safe;
(b) are free from encumbrances, defect or fault;
(c) are of merchantable quality;
(d) include appropriate and correct warning and instructions;
(e) are fit for the purpose for which purchased (as communicated by the Buyer before the Order or as should be reasonably understood by the Seller of the Goods or Services who is experienced in such technical and specific matters relating to the Goods or Services and the purpose they are intended for);
(f) comply with any representations, descriptions, samples or other specifications including quality, function, performance or design;
(g) include any applicable Seller’s warranty that passes to the consumer from the Buyer without liability to the Buyer;
(h) (h) comply with all Applicable Laws;
(i) comply with the Impellam Group Limited Supplier Code of Conduct https://www.impellam.com/supplier-code-of-conduct
14. The risk in the Goods or Services shall remain with the Seller until they are delivered and accepted by the Buyer at the point specified in the Order, title shall transfer on delivery.
15. The Buyer’s acceptance does not waive rights. If the Buyer accepts any Goods or Services, this does not extinguish any of the Buyer’s rights if the Goods or Services do not comply with a term of these Conditions.
16. If delivery dates and prices as advised on the Order are not met, the Buyer reserves the right to adjust the price and terms accordingly.
17. These Conditions shall not be assigned by the Seller or sub-let in part or as a whole. The Seller shall not sub-let or sub-contract any part of the work without the Buyer’s written consent.
18. Any specifications, plans, drawings, process information, patterns or designs supplied by the Buyer to the Seller in connection with the Conditions shall remain the property of the Buyer, and any information derived there from or otherwise communicated to the Seller in connection with these Conditions shall be kept secret and shall not, without the consent in writing of the Buyer, be published or disclosed to any third party, or made use of by the Seller except for the purpose of implementing these Conditions. Any drawings, plans, process information, patterns or designs supplied by the Buyer must be returned to the Buyer on fulfilment of these Conditions or on request.
19. The copyright of all work created or produced on behalf of the Buyer will be vested in the Buyer as a consequence of the direction of the Buyer and in consideration of the Buyer’s settlement in full for all work performed by the Seller for and on behalf of the Buyer. The Seller may not without the express and specific authority and agreement of the Buyer divulge, modify or sell onwards properties created as a result of work performed for and on behalf and by the direction of the Buyer which may or may not constitute copyright or intellectual property created as a result of this agreement between the Buyer and the Seller and in so far as is allowable under Applicable Law the Buyer will retain ownership of all intellectual property derived as a result of work conducted by the Seller for and on behalf and as directed by the Buyer under this agreement.
20. All drawings, specifications, artwork, data, material, supplies, equipment, tooling, dies, moulds, fixtures and patterns furnished or paid for by the Buyer, shall be the Buyer’s exclusive property, and shall be used by the Seller only in performance of the Order. Such property, while in the Seller’s custody and control, shall be held at the Seller’s sole risk and, upon the Buyer’s request, shall be returned to the Buyer in good condition, normal wear and tear accepted
21. It is not intended that the Seller will process any personal data for the Buyer in the course of its performance of these Conditions for the purposes of the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) (together the “Data Protection Laws”) however if the Seller should undertake any such processing it will do so in full compliance with all of its obligations under the applicable Data Protection Laws in force from time to time.
22. The Buyer appoints the Seller as a non-exclusive Seller of Goods or Services to the Buyer and nothing contained in these Conditions or in the Order shall imply, be interpreted or purports to guarantee the Seller a certain level of spend or expenditure by the Buyer. Furthermore, the Buyer shall not be under any obligation to place any Orders with the Seller and the Buyer may at all times contract with any other seller of the Goods or Services to purchase the Goods or Services from such other seller.
23. The Goods and Services must be received on the dates and at the destination specified in the Order. Time is of the essence. If the Seller fails to meet any such delivery date, the Buyer may, without limiting its other rights and remedies, cancel all or part of the Order. If the Buyer has paid a deposit, it is entitled to be refunded in full to the Buyer.
24. The price specified in the Order is firm, and is not subject to any increase. The price includes all costs of testing, inspection, labelling, packing and freight and delivery to and off-loading at the destination as specified in the Order.
25. The Seller must indemnify the Buyer against any Loss incurred by the Buyer concerning a breach of warranty, representation or term of the Conditions. The Seller must defend, indemnify and keep the Buyer, its affiliated companies, and their Representatives, successors, and assigns indemnified from and against any and all Losses arising from or in connection with:
(i) the acts, negligence, omissions or wilful misconduct of the Seller;
(j) the Goods or Services supplied;
(k) a breach of any of the Seller’s warranties or any other term of these Conditions;
(l) the Seller’s acts or omissions with regards to the use or installations of hazardous materials;
(m) a claim that any Goods or Services supplied to the Buyer infringe upon or misappropriate any patent, copyright, trademark, trade secret or other intellectual property interest of another; or
(n) a claim of any lien, security interest or other encumbrance made by a third party.
26. During the period of these Conditions, while the Seller has the risk in the Goods or Services and after the Buyer takes delivery and risk in the Goods, the Seller must, at its own expense:
(o) maintain product liability insurance with a reputable insurer for at least £5,000,000 (five million pounds) or greater amount specified in the Order; and
(p) insure the Goods or Services with a reputable insurer for their full replacement cost, as set out in the Order and/or required by the Applicable Law. The Seller must on the Buyer’s request, produce satisfactory evidence of the insurance.
27. Failing to insist on strict performance on any of these Conditions is not a waiver of any later breach or default.
28. Each provision of these Conditions is severable. Severance does not affect any other provision.
29. The Buyer may by writing, amend, supplement or replace any Order, Specification or these Conditions. The changes then apply to any agreement as the Buyer notifies after the date of change.
30. The Buyer may, at any time, terminate the Order, in whole or in part, without cause, upon written notice to the Seller. Following upon any such termination, the Seller shall, to the extent specified by the Buyer, stop all work on the Order, and cause its Sellers and subcontractors to stop work. Charges for any such termination of the Order will be limited to actual non-recoverable costs incurred by the Seller which the Seller can demonstrate were properly incurred prior to the date of termination. In no event shall such reimbursement include anticipated profits for undelivered Goods or unperformed Services.
31. The Buyer may terminate the Order, in whole or in part, if the Seller:
(q) fails to make delivery of the Goods or perform the Services within the time specified in that Order;
(r) fails to replace defective Goods or Services in accordance with the Conditions;
(s) fails to perform any other term specified in the Conditions; or
(t) becomes insolvent, files or has filed against petition in bankruptcy, or makes an assignment for the benefit or creditors.
32. These Conditions contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written.
33. The Seller shall not be entitled to assign its rights or obligations or delegate its duties under these Conditions without the prior written consent of the Buyer.
34. If any provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if these Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.
35. Nothing in these Conditions is intended to, nor shall it confer any rights on a third party.