Terms and Conditions for the Purchase of Goods and Services – November 2023

Definitions:
1. The term “Buyer” shall mean insert our company name with its registered office at 800 The Boulevard, Capability Green, Luton LU1 3BA.
2. The term “Seller” shall mean the person, firm or company to whom the Order is issued.
3. The term “Goods" includes all goods covered by the Order whether raw materials, processed materials, fabricated products or services.
4. 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.
5. 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.
6. 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.
7. 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.
8. “The Services” shall mean the services supplied by the Seller and as set out in the Order.
The Buyer accepts no responsibility for any order unless issued on the Buyer’s authorised Purchase Order forms and duly authorised.
Invoices bearing the Buyer’s Order number must be received no later than the fifteenth (15^th) 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.
In the absence of specification or sample, all goods or materials must be to the Buyer’s written approval.
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.
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.
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.
All returnable packages must be clearly marked or numbered, with the Order reference being quoted on advice notes and invoices.
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.
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.
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.
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).
The Seller warrants that the Goods or Services:
1. are safe;
2. are free from encumbrances, defect or fault;
3. are of merchantable quality;
4. include appropriate and correct warning and instructions;
5. 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);
6. comply with any representations, descriptions, samples or other specifications including quality, function, performance or design;
7. include any applicable Seller’s warranty that passes to the consumer from the Buyer without liability to the Buyer;
8. comply with all Applicable Laws;
(i) comply with the Impellam Group plc Supplier Code of Conduct (Schedule 1).
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.
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.
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.
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.
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.
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.
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
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 1998 and, from 25 May 2018, 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.
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.
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.
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.
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:
1. the acts, negligence, omissions or wilful misconduct of the Seller;
2. the Goods or Services supplied;
3. a breach of any of the Seller’s warranties or any other term of these Conditions;
4. the Seller’s acts or omissions with regards to the use or installations of hazardous materials;
5. 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
6. a claim of any lien, security interest or other encumbrance made by a third party.
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:
1. 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
2. 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.
Failing to insist on strict performance on any of these Conditions is not a waiver of any later breach or default.
Each provision of these Conditions is severable. Severance does not affect any other provision.
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.
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.
The Buyer may terminate the Order, in whole or in part, if the Seller:
1. fails to make delivery of the Goods or perform the Services within the time specified in that Order;
2. fails to replace defective Goods or Services in accordance with the Conditions;
3. fails to perform any other term specified in the Conditions; or
4. becomes insolvent, files or has filed against petition in bankruptcy, or makes an assignment for the benefit or creditors.
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.
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.
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.
Nothing in these Conditions is intended to, nor shall it confer any rights on a third party.

Schedule 1 – Impellam Group plc Supplier Code of Conduct

Policy Statement

Impellam Group plc and its associated companies (www.impellam.com) requires all employees, officers and directors to act responsibly, professionally, and ethically in all business relationships. To that end, Impellam has adopted this Code of Conduct which must be adhered to. Key principles include the following:

complying with all applicable laws, rules, and company policies;
avoiding actual and apparent conflicts of interest;
maintaining confidentiality of non-public information;
keeping accurate records;
dealing fairly with the competition and suppliers;
continually striving to maintain a discrimination and harassment free environment.

This Supplier Code of Conduct is based on these principles and applies to all suppliers to Impellam and/or Impellam group companies. Suppliers represent a critical component of Impellam’s performance and value proposition. As our relationship grows and matures with certain suppliers, we expect our suppliers to evolve to better fit our enterprise. Suppliers that cannot or will not adhere to this Supplier Code of Conduct must immediately advise Impellam and may be disqualified as an Impellam supplier. The following details the basic requirements for an Impellam supplier to adhere to:

Compliance with Laws, Rules and Regulations:

Suppliers must comply with all applicable laws, rules, and regulations of the places where they do business and this includes, but is not limited to, the Criminal Finances Act 2017, the Modern Slavery Act 2015, General Data Protection Regulations and the Bribery Act 2010. If any law, rule or regulation conflicts with this Supplier Code of Conduct, the Supplier should bring such conflict to the attention of Impellam.

Health, Safety, and Environment:

Suppliers must be committed to provide safe working conditions and a healthy work environment. Suppliers must act with care and respect for both the environment and the people who live in the communities where they conduct business. Suppliers must follow all applicable safety, health and environment laws, regulations, rules and practices, including providing a workplace free from violence and the influence of illegal drugs or alcohol.

Business Entertainment and Gifts:

Suppliers may use lawful, legitimate and reasonable business entertainment and gifts for the purpose of creating goodwill and sound working relationships, not to gain unfair advantage. However, depending upon circumstances, Suppliers that provide business entertainment or gifts deemed inappropriate may be disqualified as Impellam supplier.

Supplier’s may not make facilitation payments or make gifts or behalf of Impellam.

No Impellam employee or family member may offer, give, or accept any gift or entertainment unless it:

Is a non cash gift;
Is consistent with customary business practices;
Is not excessive in value;
Cannot be construed as a bribe or payoff; Does not violate any laws or regulations.
Properly reported in accordance with the Impellam procedure on Gifts & Hospitality

Conflicts of Interest:

Suppliers and their employees must avoid creating actual or apparent conflicts of interest. Conflicts of interest can arise when a supplier takes an action or has an interest that may make it difficult for the supplier to engage in legitimate business transactions. Conflicts of interest also arise when a supplier, a supplier’s employee, or a member of his or her family, attempts to obtain improper access to Impellam or personal benefits (including loans, guarantees of obligations or acquisitions of interests in transactions involving Impellam or its clients or suppliers) as a result of his or her position with the supplier.

If you believe that a transaction, relationship, or other circumstance creates or may create a conflict of interest, you should promptly report this concern to Impellam.

Record Keeping:

Suppliers must accurately record and report information in order to make responsible business decisions. All business expenses should be documented accurately and books, records, accounts, and financial statements should be maintained in reasonable detail, appropriately reflect transactions with Impellam, and conform both to applicable legal requirements and to its system of internal controls.

Competition and Fair Dealing:

Suppliers must deal fairly with Impellam’s clients, suppliers, competitors and employees. Suppliers must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information or any other unfair practice. Suppliers must not engage in unethical or illegal business practices such as stealing proprietary information, misrepresenting important facts, possessing or using trade secret information that was obtained without the owner’s consent, or inducing disclosure of this type of information by past or present employees of other companies.

Discrimination and Harassment:

Suppliers must refrain from all forms of unlawful discrimination and harassment in the conduct of its business. Suppliers shall not engage in discrimination based on race, colour, age, gender, sexual orientation, ethnicity, disability, pregnancy, religion, union membership, or marital status in hiring and employment practices such as promoting, rewards, and access to training.

Confidentiality:

Suppliers must strictly adhere to all confidentiality obligations. Confidential information includes proprietary information such as trade secrets, know-how, business and marketing plans, sales forecasts, engineering and manufacturing ideas, designs, innovations, databases, records, supply chain information, salary information, and unpublished financial data and reports, as well as any non-public information that might be of use to competitors or harmful to Impellam or its clients if disclosed. Suppliers must ensure the confidentiality of confidential information continues even after the supplier / customer relationship ends.

Management of Sub-Suppliers:

Suppliers must manage their sub-tier suppliers in accordance with the same principles outlined in this Supplier Code of Conduct.

Supplier Diversity:

Supplier diversity is a very important part of Impellam’s business strategy. It is a part of our business process which seeks to diversify our supply base. Our focus is on enhancing a corporate supply chain that reflects the diversity of the communities in which we work. At Impellam, developing mutually beneficial business relationships that produce value to our company and our clients is paramount to our success. We encourage our suppliers to identify and develop qualified and capable minority and small disadvantaged businesses. Our client base includes entities that require this as a condition of doing business and therefore Impellam UK expects suppliers to be aware of and to promote this initiative wherever feasible.

Labour and Human Rights

Impellam’s suppliers must have the highest legal and ethical standards in dealing with employees and workforce (“Workers”). All suppliers will warrant that they have implemented systems and controls aimed at ensuring compliance to the Modern Slavery Act 2015 and specifically:

Workers shall not be subject to forced, prison, bonded, indentured, slave, trafficked or compulsory labour in any form, including forced overtime.All work must be carried out voluntarily.
Workers and their families with them shall not be subject to harsh or inhumane treatment, including but not limited to physical punishment, physical, psychological or sexual violence or coercion, verbal abuse, harassment or intimidation.
Workers must have the right to terminate their employment freely, subject to a reasonable period of notice in accordance with the applicable laws and collective agreements and without any improper penalties.
Workers shall not have their identity or travel permits, passports or other official documents or any other valuable items confiscated or withheld as a condition of engagement and the withholding of property shall not be used directly or indirectly to restrict Workers’ freedoms or create workplace slavery.
Fees or costs associated with the recruitment of Workers (including but not limited to fees related to work visas, travel costs and document processing costs) shall not be charged to workers whether directly or indirectly. Similarly Workers shall not be required to make payments which have the intent or effect of creating workplace slavery, including security payments, or be required to repay debt through work.
Wages should be paid regularly and directly to the Worker and in legal tender.
There shall be no use of child labour even when local customs permit such practices. If Workers under the age of 18 are permitted and engaged then particular care should be taken as to the duties they carry out and the conditions which they are required to work to ensure that they come to no physical, mental or other harm as a direct or indirect result of their work or working conditions.
Workers shall be free to move without restrictions and shall not be physically confined to the place of work or other supplier controlled locations (for example accommodation blocks).There shall be no requirement on Workers that they take accommodation in a Supplier controlled premises.
Workers shall be free to file grievances or complaints to the supplier about the supplier’s treatment of them and Workers shall not suffer detriment, retaliation or victimization for having raised a grievance or complaint.
Suppliers shall ensure that a system is put in place to ensure Workers are able to confidentially report any concerns to the supplier.

Reporting

Impellam will require suppliers to confirm compliance to this Supplier Code of Conduct in writing and suppliers will respond to this promptly and honestly.

If you have any concerns about a breach of this Supplier Code of Conduct you may report this on a confidential basis to your local Impellam Group Legal team or legal@impellam.com.

Impellam UK’s Commitment to Suppliers

Impellam promises to adhere to its own Code of Conduct in its dealings with suppliers. For those suppliers who meet the high standards required to become an Impellam supplier, we requests your co-operation to mutually hold each other accountable. Impellam wants to be recognised as your customer of choice and welcomes open and honest feedback.

If you have any questions regarding this document contact your local Impellam Group Legal team or legal@impellam.com