Terms of Purchase

General Conditions between Prolojik Ltd (“the Purchaser”) and the Supplier / Seller

It is hereby agreed as follows:

1 General

These Conditions apply to all or any Goods or Services which are the subject of a Purchase Order to the exclusion of all other terms and conditions (including any which the Supplier may purport to apply).

2 Definitions

Unless otherwise agreed, the following terms shall have the following meanings in these Conditions:

“Goods” shall mean any goods which are the subject of this Purchase Order.
‘’Contract’’ means a Purchase Order and the Supplier’s express or implied acceptance of a Purchase Order
“Purchase Order” shall mean the document submitted by the Purchaser to the Supplier relating to an individual order incorporating these Conditions.
“Third Party Contract” shall mean any contract which may exist between the Purchaser and any third party.
“Supplier” shall mean any person, firm or company supplying Goods or Services to the Purchaser against a Purchase Order.
“Services” shall mean any services which are the subject of a Purchase Order including the provision of labour.
“Goods” or “Services” may be construed as Goods and/or Services
“Contract Price’’ means the price specified in a Purchase Order
“Delivery Address’’ shall mean the address for delivery stated on the Purchase Order
“Free Issue Goods’ means part finished goods which are the property of the Purchaser and are delivered to the Supplier for the purpose of applying one or more further services or processes in accordance with the contract.
“Tooling’’ means tooling, equipment, dies, moulds and/or other manufacturing materials issued to the supplier.

3 Standard/Quality of Goods and Services

3.1 In addition to all warranties and conditions implied in favour of the Purchaser by the Supply of Goods and Services Act 1982 or otherwise, the Supplier warrants that the goods shall:-

conform to all specifications set out in the Purchase Order, including (without limitation) in respect of quantity, quality, description, fitness for purpose (express or implied) and standard of performance, and to all samples, patterns and other specifications supplied or advised by the Purchaser;
be of the best quality, materials and workmanship and be produced with the utmost skill, care and diligence of the Supplier and shall be without fault;
comply with all applicable regulations and other legislation and all standards in force at the date of delivery of the Goods;
be accompanied by certificates of conformity when and if requested by the Purchaser; and
be accompanied on first delivery by relevant COSHH information documents and/or safety instructions and/or operating manual.

3.2 Where and to the extent that Goods and/or Services are not fully detailed or specified they shall be in accordance with good industry practice and relevant British Standards (including BSEN81-1 to BSEN81-3 inclusive).

4 Supplier’s Obligation

4.1 The Supplier shall carry out and complete its obligations under a Purchase Order, in all respects to the reasonable satisfaction of the Purchaser and in conformity with all directions and requirements of.

4.2 The Supplier shall be liable for and shall fully indemnify and save harmless the Purchaser against any liability which the Purchaser may incur to any other person whatsoever and against all claims, demands, proceedings, damages, costs and expenses made against or incurred by the Purchaser by reason of:

any breach, non-observance or non-performance by the Supplier, his servants or agents of any of the provisions of the Third Party Contract, in so far as they relate and apply to a Purchase Order;
any delay (including programme delay), act or omission of the Supplier, his servants of agents wherein the Purchaser incurs any liability to any third party under the Third Party Contract;
any costs, claims, damages, losses, expenses or indirect or consequential losses arising from the Supplier’s failure to perform its obligations in accordance with a Purchase Order;
any negligence or breach of duty on the part of the Supplier, his servants or agents, including injury to persons and damage to third party property; and
any claim for infringement of patents, copyright or registered design or otherwise belonging to the Purchaser or a third party.

5 Third Party Contract Terms

5.1 The Supplier shall be deemed to have full knowledge of the provisions of the Third Party Contract including programme details (other than the details of the Purchaser’s prices thereunder stated in the bills of quantities or schedules of rates and prices as the case may be), and the Purchaser shall, if so requested by the Supplier, provide the Supplier with a true copy of the Third Party Contract (less such details).

5.2 Save where the provisions of a Purchase Order otherwise require, the Supplier shall comply with its obligations and ensure that no act or omission by the Supplier in relation thereto shall constitute, cause or contribute to any breach by the Purchaser of any of its obligations under the Third Party Contract.

5.3 Nothing herein shall be construed as creating any privity of contract between the Supplier and any third party.

5.4 The Supplier hereby acknowledges that any breach by it of its obligations under a Purchase Order may result in the Purchaser committing breaches of contract and potentially becoming liable for loss and expense and/or in damages under the Third Party Contract and may occasion further loss or expense. All such damages and/or loss and expense are hereby agreed to be within the contemplation of the Supplier and the Purchaser as being probable results of any such breach by the Supplier.

6 Inspection of Goods and/or Services

6.1 The Purchaser may, acting reasonably, issue instructions requiring the Supplier to open up for inspection any work covered up or to arrange for or carry out any test of any materials.

6.2 Such opening up shall be at the Supplier’s expense if the inspection or test shows that the workmanship or materials used are not in accordance with Clause 3.

6.3 The Purchaser may on reasonable notice inspect any Goods before despatch from the Supplier’s premises.

6.4 The Purchaser’s inspection of the work carried out or Goods provided by the Supplier shall not relieve the Supplier of its responsibilities under a Purchase Order.

7 Manner of Carrying Out the Services

The Supplier shall make no delivery of Goods to site nor commence any Services on site without obtaining the Purchaser’s prior written consent and/or any other relevant consents.

7.1 All equipment belonging to the Supplier which is brought onto site shall be at the Supplier’s own risk. The Supplier shall provide for the haulage or carriage thereof to site and the removal of equipment when no longer required.

7.2 The Supplier shall co-operate with such others in carrying out the Services as the Purchaser may reasonably require.

7.3 The Purchaser shall have the power at any time to order in writing:

the removal from the site of any Goods which are not in accordance with a Purchase Order; and/or
the substitution of compliant Goods.

7.4 The Supplier shall take all reasonable steps to ensure that any Goods or Services provided under a Purchase Order are protected from any loss or damage by third parties for a period to be notified by the Purchaser in writing or if no such notification is given, until the Services have been completed.

7.5 On completion of the Services the Supplier shall remove the Supplier’s equipment and unused materials and shall clear away from the site all rubbish arising out of the work and leave the site in a neat and tidy condition.

8 Rejection

The Purchaser reserves the right to reject the Goods or Service and return the Goods to the Supplier at the Supplier’s expense should the Goods or Services supplied by the Supplier not be in strict accordance with a Purchase Order or prove, on examination by the Purchaser, to be in any way defective. The grounds for such rejection shall be specified in writing. Any transportation or other charges incurred by the Purchaser shall be paid for by the Supplier. Payment for the Goods or Services shall not prejudice the Purchaser’s right of rejection.

9 Delivery

9.1 Where the Purchaser has specified a destination the Supplier shall deliver the Goods or Services to the precise destination specified by the Purchaser.

9.2 As soon as it appears to the Supplier that the delivery of the Goods or services for any reason will be delayed so that the stated delivery requirements cannot be or are unlikely to be fulfilled, the Supplier shall be obliged to obtain written confirmation from the Purchaser that the Goods are still required. Failing such confirmation, the Purchaser shall be entitled to cancel a Purchase Order and any costs arising out of the return of the Goods by the Purchaser on account of the late delivery shall be for the Supplier’s account.

9.3 If it is stated in a Purchase Order that time is of the essence for the delivery of the Goods and the Supplier fails to deliver the Goods on the date for delivery stated in a Purchase Order, then such failure to deliver on time shall be deemed to be an event of default under Clause 19.

9.4 The Seller shall, at its own risk and expense, pack and deliver the Goods to the Delivery Address in the manner and at the time or times specified in the Purchase Order. Packing shall be sufficient to prevent pilferage, distortion, corrosion, contamination, deterioration or any other damage to the Goods. Cases and packing materials will be made available for collection by the Seller at its expense.

9.5 Any excess delivery of Goods beyond the quantity specified in the Purchase Order made without the prior written consent of the Company may be refused and returned at the Seller’s risk and expense.

9.6 Any Goods delivered earlier than the delivery date specified in the Purchase Order without the Company’s prior written consent may be refused and returned at the Seller’s risk and expense but without prejudice to the Company’s rights to require delivery of the Goods on the date specified for delivery.

9.7 If any Goods are incorrectly delivered the Seller shall be responsible for any additional expense incurred in delivering them to the Delivery Address.

9.8 The Supplier shall notify the Company immediately if for any reason any delivery of Goods is likely to be delayed.

9.9 The Supplier shall:-

clearly indicate by means of a label or other marking on the outside of each consignment of Goods, or if the consignment comprises a number of packages, on the outside of each package, the Seller’s name and full details of the Delivery Address, and include in the consignment a packing note stating the contents;
clearly indicate by means of a label or other marking on the outside of each consignment of Goods, or if the consignment comprises a number of packages, on the outside of each package, the Seller’s name and full details of the Delivery Address, and include in the consignment a packing note stating the contents;
send to the Purchaser a detailed price invoice within 3 working days after despatch of each consignment;
state on each packing note, advice note, invoice or other documents relating to the Contract, the Company’s order number;
mark hazardous Goods with international danger symbols and display names of material in English and ensure that all transport and other documents include declarations of hazard and name of material in the form of written instructions, labels or markings;
be responsible for packaging and labelling the Goods in accordance with all relevant statutory provisions including, where appropriate, the Chemicals (Hazard Information and Packaging for Supply) Regulations 2002.

9.10 Postponement of Delivery

The Purchaser reserves the right at any time or from time to time to suspend any delivery under, or the execution of any work covered by, the Purchase Order to such an extent and for such period as, in its absolute discretion, the Purchaser may consider expedient. If the operation of this condition results in the delivery of Goods or the execution of work being carried out being delayed by a period of two (2) calendar months or more from the date specified in the Purchase Order, both parties shall discuss a revised delivery or work schedule but shall otherwise remain bound by the terms of the Contract in relation to any Goods whose delivery or work whose execution is so delayed

9.11 Loss or damage in Transit

The purchaser shall advise the Seller of any loss of any Goods in transit as soon as possible after the actual or notified date of receipt whereupon the Seller shall, at the option of the Purchaser, either make good, free of charge to the Purchaser, any loss or damage to or defect in the goods or issue a credit note to the Purchaser in respect of the Goods.

10 Responsibility for safety and employees

The Supplier will at all times observe the requirements of all legislation relevant to the Goods and Services including without limitation the 1974 Health and Safety at Work Act and the Construction (Design and Management) Regulations 2007 and shall carry out its obligations under a Purchase Order in such a manner as to safeguard the health and safety of all persons. The Supplier shall comply with all other relevant English and European legislation, regulations, standards and codes of practice (including those of LEIA).
The Supplier hereby agrees to comply with any and all requests of the Purchaser in respect of health and safety matters and shall be deemed to be aware of specific requirements relevant thereto under the Third Party Contract and comply with all other relevant legislation, regulations, standards and codes of practice.
The Supplier shall select competent and reliable employees to perform its obligations under a Purchase Order. If the Purchaser gives the Supplier notice that any of its employees is not to become involved in or is to be removed from involvement in the performance of a Purchase Order and any future contracts with the Purchaser, the Supplier shall replace any person removed with another suitably qualified person.

11 Programme and Interruption

The Supplier shall carry out and complete the Purchase Order in accordance with any program agreed by the Purchaser and the Supplier.
If no program is agreed the Supplier will commence the Services as directed by the Purchaser.
The Supplier shall take into account all normal interruptions to be expected in the normal course of performing its obligations under a Purchase Order, and shall adjust its working schedules to meet the reasonable needs of any other third parties.

12 Delay and Extension of Time

If it becomes reasonably apparent that the commencement, progress or completion of the Supplier’s obligations under a Purchase Order have been or are likely to be delayed, the Supplier shall give written notice to the Purchaser of the material circumstances including the cause or causes of the delay. The Purchaser shall within a reasonable time of receipt of such notice grant the Supplier an extension of time if the delay or likely delays are the result of an act, omission or default of the Purchaser.
The Supplier acknowledges the potential costs and damages resulting from a delay to the Purchaser pursuant to the Third Party Contract and accepts its responsibility for the prompt completion of the Services.
If it appears that the Supplier is late or will be late in relation to the programme, the Purchaser shall be entitled to request the Supplier presents a detailed and realistic recovery plan. If such recovery plan is not reasonably satisfactory to the Purchaser, the Purchaser shall have the right to take any measures it deems appropriate to mitigate the Supplier’s delay including, if necessary, instructing a third party to carry out the Services.
If the goods are not delivered on the due date then, without prejudice to any other remedies available to the Purchaser, the Purchaser shall be entitled to deduct from the Contract Price or, if the Supplier has paid the Contract Price, to claim from the Supplier by way of liquidated damages for delay.

13 Insurance

The Supplier shall maintain such insurances as are necessary and sufficient to satisfy the legal liability of the Supplier to the Purchaser under a Purchase Order and the Third Party Contract (where applicable) including but not limited to product/public/employer’s liability insurances.
As and when reasonably required to do so by the Purchaser, the Supplier shall produce for inspection to the Purchaser documentary evidence that such insurances are properly effected and maintained.

14 Confidentiality

The Supplier agrees to keep confidential and not to disclose to any person or use or permit to be used without the Purchaser’s prior consent, any confidential information relating to a Purchase Order, the Purchaser’s business, a third party’s business or any transactions related to a Purchase Order.
The Supplier agrees that it will not, without the Purchaser’s prior consent, take or permit to be taken any photographs of the Goods, Services or any larger project at the site, permit illustrations to be made, provide verbal or written information or similar for use in any publicity, as advertising, in any publication, on the internet, in any radio or television programme or any other form of media.
The rights and obligations contained herein shall survive termination and shall continue in full force and effect for a period of 10 years from the date of a Purchase Order.

15 Intellectual Property Rights

The Seller shall not, by virtue of the contract, obtain or claim any right, title or interest in or to any property, including without limitation any intellectual property rights (such expression to include without limited patents, trademarks, copyright, registered designs, unregistered designs) of the company supplied or made available to the seller, except any licence to use the same as is specifically required to enable the Seller to perform its obligations under the contract.

All materials (which term shall include without limitation all drawings, studies, diagrams, plans, photographs, models, prototypes, patterns, samples, specifications, and technical information of every description whether reproduced or capable of being reproduced in writing, computer disc in three-dimensional form or otherwise) prepared by the seller in connection with the contract and all intellectual property and other rights in the same shall ne and remain the property of the Company. The Seller shall be licenced to use such materials for the sole purpose of fulfilling the contract. The Seller agrees that all right, title and interest in any such materials as may vest in the Seller is hereby assigned and transferred to the company with full title guarantee absolutely and free from all encumbrances. All products manufactured to a design or specification supplied by the company shall not be manufactured or supplied to any third party without the prior written consent from an authorised person of the company
The Seller shall not disclose and shall take all reasonable steps to prevent the disclosure of any property of the company to any third party, unless expressly required or permitted to do so by the company.
Tooling
- Where the company, for the purpose of the contract, issues tooling equipment, dies, moulds and/orother manufacturing materials to the Seller, whether free of charge or otherwise, or provides funding for the Seller to acquire any Toolong as agent for the Company, all Tooloing shall be and remain the absolute property of the company and the Seller shall:
  - hold the same as the bailee on behalf of the company;
  - clearly mark the Tooling as the property of the Company and not include the same in any asset register maintained by the seller
  - maintain the Tooling in good order and condition subject only to fair and wear;
  - Indemnify the Company against any loss of or damage to the Tooling while it is in the possession, custody or control of the seller or its employees ,agents or subcontractors and keep the same fully insured with a reputable insurer against such loss or damage at its full replacement value and provide to the company evidence of such insurance at any time on request;
  - not make, or permit any third party to make, any copies of the Tooling;
  - use the Tooling solely for the purpose of the manufacture of goods for sale to the Company in accordance with the Contract, and not for any purpose, and not remove the Tooling from the Sellers property without the Company’s prior written authority;
  - allow the Company unrestricted access to the Seller’s premises on 24 Hours notice in order to inspect and/or recover the Tooling at any time; and
  - comply with all of the Company’s directions from time to time concerning the Tooling, including without any instruction to return the Tooling forthwith for any reason and at any time, including upon termination of the contract for any reason or for the purpose of redesign or modification of the Tooling

To the extent permitted by law, the company shall not be liable for any loss, damages, accident or injury suffered or incurred by the Seller, or any person other than the Company, making use of the Tooling for the manufacture of Goods in accordance with the Contract or for any other purpoe and the Seller shall take out and maintain insurance cover

17 Variations

The Purchaser may issue any direction in writing to the Supplier pursuant to a Purchase Order.
The Supplier will promptly comply with any written variations, directions or instructions received from the Purchaser regarding additions, changes or omissions to the Goods or Services which are to be carried out.
As soon as practicable after receipt of any variation, direction or instruction the Supplier shall provide the Purchaser with an estimate of cost for agreement with such supporting data as the Purchaser may reasonably require.
If such cost cannot be agreed, the variation shall be valued in accordance with prices and bills of quantities already submitted for similar work, or a fair valuation shall be made if previous work is not similar or has never been carried out.

18 Daywork

The Purchaser may instruct in writing (or consent in writing to a Supplier’s request) that Services shall be executed on a daywork basis. The Supplier shall submit quotes for such work and materials together with such supporting data as the Purchaser may reasonably require before commencing the daywork.
The Purchaser shall notify the Supplier as soon as practicable as to which of its employees are authorised to approve daywork and absent appropriate approval the Supplier shall not be entitled to daywork.
The Supplier shall deliver each week to the Purchaser records which shall include the following details of the resources used in executing the previous day’s work:

(a) The reasons for daywork, the names and occupations of the Supplier’s personnel and the time incurred in carrying out the daywork; and

(b) The quantities and types of Goods used.

The Purchaser shall assess the Supplier’s daywork records and, acting reasonably, make such payment to the Supplier for daywork as appropriate.

19 Price

Shall be exclusive of any applicable value added tax (VAT), which shall be payable in addition by the Purchaser subject to the receipt of a valid invoice showing value added tax separately as a strictly net extra charge: and
- agreed and documented on a formal price list or quotation with a full cost `breakdown issued to the Purchaser by the Supplier. Any price adjustments must be formally justified by the seller, communicated to the Purchaser and authorised by the Purchaser before implementation.
- inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery.

20 Payment

Payment shall, unless otherwise agreed and specified in the Purchase Order, be due and payable by the Purchaser 60 days from the latter of either the date of the invoice rendered by the Supplier or the date of receipt by the Purchaser of correct invoice documentation from the Supplier.
Any application for payment by the Supplier shall be in the form of a tax invoice in accordance with HM Revenue and Customs’ guidelines. Invoices rendered by the Supplier for part delivery will only be accepted if such arrangement has been previously agreed by the Purchaser in writing.

21 Subletting/Sub-contracting

The Supplier shall not sub-let or sub-contract any obligations under a Purchase Order given by the Purchaser, or any part thereof, without the express written permission of the Purchaser, such permission not to be unreasonably withheld.

22 Supplier Default Events

Without prejudice to any other rights or remedies which the Purchaser may possess, if the Supplier shall make default in any one or more of the following respects, that is to say:

(a) If the Supplier without reasonable cause wholly suspends the carrying out of its obligations under a Purchase Order before completion thereof; or

(b) If the Supplier fails to proceed regularly and diligently with its obligations under a Purchase Order; or

(c) If the Supplier refuses or persistently neglects to comply with a written notice or instruction from the Purchaser; or

(d) If, in the Purchaser’s reasonable opinion, the Goods and Services are not compliant with Clause 3.

then the Purchaser may give the Supplier written notice specifying the default and if the Supplier either shall continue such default for 7 days after receipt of such notice or shall fail to take adequate measures to compensate for that default or shall at any time thereafter repeat such default (whether previously repeated or not) then the Purchaser may forthwith determine a Purchase Order.

In the event of the Supplier becoming bankrupt or making a compositional arrangement with his creditors or having a winding up order made or (except for purposes of reconstruction) a resolution for voluntary winding up passed or a provisional liquidator, receiver or manager of his business or undertaking duly appointed, or possession taken, by or on behalf of the holders of any debentures secured by a floating charge, a Purchase Order shall be forthwith automatically determined.
In the event of a Purchase Order being determined in accordance with this Clause 19 as aforesaid, the Purchaser may employ and pay other persons to carry out and complete a Purchase Order and the Supplier shall allow or pay to the Purchaser the amount of any direct loss and/or damage caused to the Purchaser by the determination including any liabilities the Purchaser may have under any Third Party Contract.

23 Dispute Resolution

Either the Purchaser or the Supplier may request to the other that any dispute, difference or question arising between them with respect to any matter or thing arising out of a Purchase Order (a “Dispute”) be negotiated in good faith and using all reasonable efforts at a senior management meeting, wherein the Purchaser and the Supplier shall each have 2 representatives, to be held within 14 days of such request.
Notwithstanding clause 20.1 above, if after 14 days following the senior management meeting a Dispute still exists that has not been possible to settle then such Dispute shall be referred to adjudication in accordance with the TeCSA Adjudication rules version 2.
The Purchaser and the Supplier hereby agree to joinder of any adjudication of a Third Party Contract connected with or relevant to a Dispute.
This Purchase Order shall be governed by English Law and, the courts of England and Wales shall have exclusive jurisdiction over any dispute arising under or in connection with this Purchase Order save that any decision, judgment or award may be enforced in the courts of any jurisdiction.

24 Rights of Third Parties

Nothing in this Purchase Order confers or purports to confer on any third party any benefit of any right to enforce any term of this Purchase Order pursuant to the Contracts (Rights of Third Parties) Act 1999.

25 Title of Goods

Ownership of the goods shall pass to the Purchaser on delivery of the goods, or if delivered in instalments, upon delivery of any instalment, at the delivery address or where payment is made for any goods in advance of delivery, upon payment for such goods. All goods in respect of which such payment is made and all materials issued free of charge by the Purchaser to the Supplier shall be clearly identified as the property of the Purchaser and stored in safe and otherwise suitable conditions and in accordance with any instructions given by the Purchaser.

26 Force Majeure

In the event of a force majeure event neither the Purchaser nor the Supplier shall be held liable in respect of any failure to perform their obligations under a Purchase Order.

27 Common Law

These Terms and Conditions together with the Purchase Order shall be subject to the jurisdiction of the Laws of England and Wales