Terms & Conditions of Purchase (UK)

1. DEFINITIONS

In these Conditions of Sales the following expressions shall have the following meaning:

1. “Goods” means the subject matter of this Agreement, specifically items referred to as “the Goods” on the order.
2. “Order” shall means the duly authorised Purchaser’s written notice of the requirements for the goods in accordance with these terms and conditions.
3. “Purchaser” means Sedgewall Communications Group Limited and any entry that directly or indirectly through one or more intermediaries is controlled by or is under common control with the “Purchaser’s Service(s)” means the work referred to on an Order which the Supplier agrees to perform under the terms stated.
4. “Specification” means any Specification agreed between the parties but subject to the approval of the Purchaser, which shall only be varied in writing and with the Purchaser’s consent.
5. “Supplier” means the person or company supplying the Goods and/or Services provided for herein.

2. AUTHORISED SIGNATORY

No addition alteration or amendment of these terms will bind the Purchaser or form part of the contract unless they are expressly accepted in writing by a personauthorisedto sign on the Purchaser’s behalf.

3. STATUTORY RIGHTS

Nothing in these conditions shall prejudice any condition or warranty express or implied or any legal remedy to which the Purchaser may be entitled in relation to the Goods and/or the services the subject of this Order by virtue of any statute or custom or any general law or local law or regulation.

4. ENTIRE AGREEMENT

This contract constitutes and expresses the entire Agreement between the parties and supersedes all relative previous discussions, promises, and understandings, if any, between the parties hereto.

5. ASSIGNMENT

Neither party may transfer its rights or duties hereunder without the prior written consent of the other.

6. SEVERABILITY

If any paragraph or term of this Agreement, not being of a fundamental nature, is held to be illegal or unenforceable the validity and enforceability of the remainder of this Agreement shall not be affected.

7. GOVERNING LAW

Any Orders placed hereunder shall be governed by the laws of England.

8. DELIVERY DATES
9. a) With reference to performance of any Order under this Agreement, delivery by the date specified is a fundamental condition of the Order. The Purchaser reserves the right to apply liquidated damages as a result of late delivery, such damages to be a genuine and reasonable compensation for loss and not by way of a penalty. Liquidated damages shall be at the rate of one percent (1%) per week of the value of the Order up to a maximum of fifteen percent (15%).
10. b) The Goods shall be delivered or the work performed on the date and at the place stated and in accordance with any Purchaser instructions during normal working hours unless previously arranged otherwise.

9. STORAGE

If for any reason, the Purchaser is unable to accept delivery of the Goods on or after the agreed delivery date, the

Supplier will store the Goods, safeguard them and take all reasonable steps to prevent their deterioration until delivery.

Where such storage exceeds thirty (30) days, the Purchaser shall reimburse the Supplier for any reasonable expenses

(including insurance) of such storage.

10. SPECIFICATION, QUALITY TESTS, REJECTION, INSPECTION
    1. The Goods and/or work must conform in all respects with the drawings, Specifications and other requirements or descriptions stated. All Goods must be of sound materials, workmanship and (where the Supplier is responsible for this) design, and shall be equal in all respects to any relevant samples.  All work must be performed in a sound manner, and be free from all defects including (to the extent if any that the Supplier is responsible for design) defects in design.
    2. The Purchaser reserves the right to inspect any Goods before despatch from the Suppliers’ premises, but such inspection shall not relieve the Supplier from responsibility or liability nor be interpreted so as in any way to imply acceptance of such Goods.

11. WARRANTY

The Supplier warrants that the goods shall be free from any defect or damage for the period of twelve (12) months from the date of putting into use or fifteen (15) months from date of delivery whichever is sooner or such other period as may be agreed in writing between the parties.  Upon notice from the Purchaser, the Supplier shall, with all possible speed, repair or replace the Goods at no extra cost, so as to remedy the defects of damage. ‘Defects’ includes any failure to comply with Specifications, faulty design, materials or workmanship and any damage to the Goods for which the Supplier is liable.  Notwithstanding the foregoing, the Purchaser may elect to remedy the defect himself with the agreement of the Supplier at no cost to the Purchaser.

12. SUPPLIER NON-CONFORMANCE

All of the Goods and/or the work must pass the Purchaser’s acceptance tests. The Purchaser shall be entitled to reject all goods and/or work which do not conform in every material respect with the terms of this Order and in particular (but without prejudice to the generality of the foregoing) Conditions 10 and 11.  Furthermore, if any defects or any failure to conform to the Specifications becomes apparent (despite the carrying out of any examination and/or such tests) thereafter the Purchaser may reject the same within three (3) months period of use.  The Supplier must notify the Purchaser in the event of a non-conforming products.  The Supplier must also obtain Purchaser approval for non-conforming product disposition.  The Supplier must notify the Purchaser of any changes in product and/or process definitions, change of Suppliers, and change of manufacturing location and where required, obtain Purchaser approval.

13. GOODS RECEIVED

The Purchaser’s signature given in respect of the Goods is evidence only of the number of packages received.  In particular, it is not evidence that the correct quantity or number of Goods has been delivered or that the Goods delivered are in good condition or of the correct quality.

14. STATUTORY REQUIREMENTS

The Supplier will ensure that in all respects the Goods and/or the work comply with all relevant requirements of any

statutory rule, regulation or order or other having the force or law, which may be in force when the Goods are delivered or the work performed as the case may be.

15. HEALTH & SAFETY

The Supplier warrants that all goods supplied under this Agreement shall, prior to delivery to the Purchaser, have been inspected and fully tested at the Supplier’s cost, to the safety standards specified by the Purchaser and have been certified as safe and without risk to health.  All units supplied thereafter shall be manufactured according to such standards and the specification of the samples.  The standards presently required are IEC380 or BS5850 for electrical safety?  The Supplier warrants that the Goods shall not present a health and safety risk when being properly used and agrees to indemnify the Purchaser in respect of all claims arising in connection with the breach of this warranty.

16. PROPERTY AND RISK

Property and risk in the Goods shall pass to the Purchaser when the Goods are delivered.  Such passing of property title risk shall be without prejudice to any right of rejection arising under conditions 10-15 inclusive herein.

17. PRICES AND PAYMENT

Prices for the Goods purchased shall be firm and contained in the quotation or price list ruling at the date hereof.  Where the supply of Goods is subject to the addition of Value Added Tax, the price of the Goods and the amount of VAT must be stated clearly.  The Purchasers payment will be thirty (30) days after invoice date, unless otherwise agreed.

18. INDEMNITIES

The Supplier warrant that neither the sale nor the use of the goods nor the performance of the work will infringe any British or foreign patent, trade mark, registered design, or any other intellectual property right, and the Supplier shall indemnify the Purchaser against all actions, including action form third parties, costs, claims, demands, expenses and liabilities whatsoever resulting from any actual or alleged infringements as aforesaid and at the Supplier’s own expense will defend or (at the Purchaser’s option) assist in thedefenceof any proceedings which may be brought in that connection.

19. INTELLECTUAL PROPERTY

No goods covered by this contract shall be manufactured, sold or disposed of by the Supplier in violation of any intellectual property right whatsoever of third parties and also without prejudice to the generality of the foregoing in violation of any charge, mortgage or lien, provided that the Supplier shall be under no liability under this Condition in respect of a violation as aforesaid occasioned by use of a design or Specification supplied to the Supplier from the Purchaser.

20. INDEMNITIES FOR LOSS OR DAMAGE

The Supplier shall indemnify the Purchaser against any loss or damage to the items mentioned in Condition 12 arising while such items are in Supplier’s possession or before redelivery to the Purchaser.  The Supplier shall insure the aforesaid items against under a policy of fully comprehensive insurance.  Any exclusions form such a policy must be identified to the Purchaser and (if necessary) the Purchaser’ interest noted on the policy.

21. LIABILITIES

Should the Supplier use any personnel to execute work on the Purchaser’s premises, they shall be required to abide by the safety rules and other relevant regulations laid down by the Purchaser from time to time.  Supplier will indemnify Purchaser against such actions, claims, costs and other liabilities ((if any) which the Purchaser may incur either at common law or by statute (other than as a result of any default or neglect of the Purchaser or of any person for whom the Purchaser is responsible) arising from personal injury to, or death of, any such employees, agents, sub-contractors or other representative while on the Purchaser’s premises whether or not such persons are, at the time when such personal injury or deaths are caused, acting in the course of the employment.

22. LIABILITIES FOR PERSONAL INJURY OR DEATH

The Supplier shall indemnify the Purchaser from all action, costs, claims, demands, expenses and liabilities whatsoever in respect of personal injury to or the death of any person and in respect of any loss or destruction of or damage to property including Purchaser’s property (not attributable to any default or neglect of the Purchaser or any person for whom the Purchaser is responsible which shall have occurred directly as a result of any work executed by the Supplier against this Agreement or attributable to some defect in the Goods.  The Supplier shall obtain and maintain adequate insurance cover in respect of such liability arising under or during this Agreement.

23. LIABILITIES FOR DAMAGE, LOSS OR EXPENCE

The Supplier shall indemnify the Purchaser against any and all damage, loss or expense cause to the Purchaser (whether directly, or as a result of the claim of any third party) by the Supplier, of any breach by the Supplier of these conditions or of any terms or obligations on the Suppliers part implied by any statute or statutory provision relevant to the Order or to Goods or work covered thereby.

24. JIGS, TOOLS, GAUGES ETC.

If any tools, discs, patterns, components, materials or any other items of whatsoever nature are supplied to the Supplier by the Purchaser for use in connection with this Order, the same shall be at Supplier’s risk from the time they leave Purchaser’s premises until they are returned thereto, but shall remain Purchaser’s property. Purchaser shall have the right of reasonable access to Supplier’s property to inspect such items relating to their order.  The Supplier shall not use any of the foregoing except in connection with Purchaser’s Orders and the Supplier shall maintain the same in good condition and return them to the Purchaser at any time on demand or otherwise automatically on completion of the Order.

25. SUB-CONTRACTING

The Supplier may not, without Purchaser’s consent in writing, sub-contract this order or part thereof, other than for material, minor details, or to the extent to which sub-contracting is a trade custom in relation to the subject of the Order.

26. TERMINATION
    1. Without prejudice to any other right of termination, the Purchaser may forthwith by notice in writing to the Supplier, cancel any Order or part thereof and terminate this Agreement if the Supplier is in material breach of this Agreement and fails to remedy such breach within fourteen (14) days of Purchaser’s written demand.
    2. The Purchaser may without prejudice to any other rights give written notice to terminate this Agreement forthwith or cancel any Order to the extent delivery has not been effected if the Supplier becomes bankrupt or makes any composition for the benefit of creditors, or being a company enters into liquidation whether voluntary or involuntary other than for reconstruction or amalgamation, or if a receiver or equivalent officer is appointed over any of its assets, or if an administration order is made in respect of it.
    3. Termination of this Agreement for any reason shall be without prejudice to the rights and remedies of either party accrued up to or including the date of such termination.

27. CANCELATION

Furthermore the Purchaser reserves the right to cancel the whole or any part of this Order to any consignment on account thereof, if the same is not completed in all respects in accordance with the instruction and Specification stated and with the foregoing conditions, in particular (but without prejudice to the generality of the foregoing) with Conditions 8, 10 and 11 in the event of Purchaser cancellation under these circumstances and/or the work covered thereby the Purchaser shall be entitled to purchase from a third party a like quantity of Goods of a similar description and quality or an alternative thereto, bearing in mind the Purchaser’s need to take delivery of the Goods by the date of the Order, or to contract a third party to perform work of a similar description and quality. In that event Supplier shall be liable to reimburse to Purchaser on demand for all reasonable expenditure incurred by the Purchaser in connection with the said cancellation, including any increase in the price over that stated overleaf but excluding any indirect or consequential losses.

28. CONFIDENTIALITY

The Supplier shall keep secret and will not disclose to any third party (except sub-contractors accepting a like obligation of secrecy, and then only to the extent necessary for the performance of the sub-contract) all information given by the Purchaser in connection with this Order, or which becomes known to Supplier through its performance of work under the Order.  The Supplier will not mention Purchaser’s name in connection with this Order or disclose the existence of this Order in any Publicity material or other similar communication to third parties without Purchaser’s prior consent in writing.

29. PUBLICITY
    1. Information, data photographs, advertising, sketches or the publicity or disclosure to persons (other than employees of the parties to this contract) relating to these Orders, which the Supplier desires to release for publishing will be submitted to the Purchaser for approval or rejection before the desired release date.
    2. The Supplier undertakes not to release any public statements mentioning the Purchaser or quoting the opinion of any of its employees without the prior written approval of the Purchaser.

30. TRADEMARKS, LABELS, COLOURS
31. a) The Supplier shall apply one or more trademark labels of Purchaser to the Goods if necessary and remove any external marking identifying the Supplier as its manufacturer if requested by Purchaser.
32. b) Nothing stated herein shall be construed as licensing Supplier to use any trademark or trade name-owned or used by Purchaser and Supplier undertakes not to use any trademark owned or used by Purchaser on Goods to be supplied to as other customers.

31. HAZARDOUS GOODS

The Supplier shall mark all hazardous Goods with international danger symbols where they exist, and display the name of the hazardous material in English Transport and other documents must include declaration of the hazard and the name of the hazardous material.

32. SUPPLIER RIGHT OF ACCESS

Suppliers must grant Right of Access to the Purchaser, their Customer and any Regulatory Authorities, to the applicable areas of all facilities, at any level of the supply chain involved in the order and to all applicable records which must be obtainable for a minimum of 3 years.

33. SUPPLIER REQUIREMENTS

The Supplier is required to flow down to Sub-Tier Suppliers the applicable requirements in the Companies Purchasing documents and when required include the any key characteristics.