Terms and Conditions

1. Interpretation

In these conditions the Seller means Stephenson Group Limited (trading as “Stephenson”) and the Buyer means the person, firm or company purchasing the goods; the Goods means the goods or materials which are the subject of the Contract or order between the Seller and the Buyer; words and phrases importing the masculine gender shall include the feminine or neuter as appropriate and words importing the singular shall include the plural and vice versa.

2. Acceptance of Order

These conditions of Sale are the only terms and conditions upon which the Seller sells or supplies Goods. No order or quotation is binding until the Seller issues an acknowledgement of the order.

3. Inquiry

Acceptance of an order by the Seller is subject to its right to inquire within a reasonable time into the Buyer s financial or trade status and in light of any report received to rescind the Contract in which case the Seller shall not be liable to make any payment to the Buyer by way of compensation or damages.

4. Price

Unless otherwise specifically agreed in writing the price of Goods (The Price) shall be the price ruling on the date of despatch or collection irrespective of the date of order. Prices will be subject where applicable to Value Added Taxation, Excise Duty and any other government tax or duty. Unless otherwise stipulated by the Seller prices will exclude delivery. The Seller reserves the right to vary prices at any time without notice.

5. Cancellation

The Seller shall have the right to refuse to accept cancellation of an order by the Buyer but in the event of acceptance of cancellation shall be entitled to charge for all work carried out or expenses incurred in relation to the order before such acceptance.

6. Retention of Title

Until the Price and all other sums owed by the Buyer to the Seller arising from any other goods supplied are paid in full by the Buyer to the Seller the property in the Goods shall remain in the Seller (except in the case of a bona fide disposal by the Buyer when clause 6.2 shall apply) and the following conditions shall apply:

6.1. The Buyer shall hold the Goods as Bailee and if the Seller so requires shall store the same in such a way that they are clearly the property of the Seller.

6.2. If the Buyer shall sell mortgage or otherwise dispose of his interest in the Goods to a third party, then the Buyer shall:

6.2.1. Obtain the best market price reasonably available at the date of such sale; and
6.2.2. Have the right to trace proceeds according to the principles in re Hallett s Estate (1880) 13 Ch D 696; and
6.2.3. Assign to the Seller upon his request the benefit of any claim whatsoever against any such third party.

6.3. The Buyer hereby grants to the Seller the right to enter upon the Buyer s land or buildings and agrees to produce a right of entry into anywhere else where the Goods are stored, for purposes of repossessing the Goods.

7. Delivery/Acceptance

7.1. Unless otherwise agreed in writing delivery of the Goods shall take place when the Goods are removed from the transporting vehicle at the address specified on the Order Acknowledgement or other documentation.

7.2. Any receiving vehicle ship or other container provided by the Buyer to receive the Goods must be of adequate size and must comply with all the relevant legislation and regulations (including Health and Safety) and with any codes of practice normally observed by the Seller. The Seller accepts no responsibility for the size suitability or condition of any such receiving vehicle ship or other container.

7.3. Delivery dates specified by the Seller are only estimates and if the Seller delivers the Goods in more than one consignment the Buyer shall not for that reason be entitled to refuse any or all of the consignments.

7.4.The Buyer shall inspect the goods within three days after delivery and unless the Buyer gives notice in writing within that period to the Seller specifying any defect in or other proper objection to the Goods it shall be conclusively presumed that the Buyer has examined the Goods and found them to be complete and in accordance with the description in good order and condition and fit for the purpose for which they are required.

7.5. Unless otherwise agreed in writing between the Buyer and the Seller the Seller may deliver against any order an excess and/or deficiency up to ten per cent weight or volume ordered without any liability whatsoever to the Buyer save that the invoice value shall be adjusted accordingly.

7.6. If the Seller fails to make delivery or makes defective delivery of any one consignment such failure or defective delivery shall not vitiate the Contract as regards other consignments.

7.7. The right of the Buyer to set off the value of any shortage defective Goods or Goods not otherwise conforming to Contract shall be restricted to the specific invoice for the Goods in question and shall not apply to previous or future accounts.

8. Payment

8.1. If any payment is in arrear under this or any other Contract between the Seller and the Buyer or if the Buyer becomes insolvent or the Seller has reason to believe that any payment is likely to be in arrear or that the Buyer is likely to become insolvent, the Seller shall have the right without giving notice to the Buyer to suspend further delivery of Goods under this or any other such Contract and if any such payment or any part thereof shall remain in arrear for seven days after written demand sent by the Seller to the Buyer the Seller shall have the right to cancel this and any other Contract without prejudice to any rights and remedies to recover any monies then due and owing by the Buyer and the provisions of clause 6.3 shall apply.

8.2. Unless otherwise agreed in writing payment by the Buyer for the Goods shall be received by the Seller on or before the last day of the month following the month of delivery otherwise payment shall be considered in arrears.

8.3. If the Buyer enters into any arrangement or compounds with its creditors or enters receivership or resolves to or has petition issued against it for bankruptcy or winding up then all monies outstanding for Goods delivered but not paid for shall immediately become due and payable.

8.4. The Seller reserves the right to charge interest at a rate of four per cent per annum above the base lending rate of Barclays Bank PLC from time to time on all overdue payments, such interest to be calculated from the date when payment is due until the date when the same is received by the Seller.

8.5. In the event that the Seller may decide to take any legal or other steps for the recovery of any overdue payment then the costs of all such steps shall be paid by the Buyer upon demand by the Seller.

8.6. The Seller s warranties contained in clause 14 below shall not apply to this Contract unless the Buyer shall have been paid for the Goods in full.

9. Lien

The Seller shall in respect of all unpaid debts due from the Buyer under this or any other Contract have a general lien on all Goods and property of the Buyer in its possession (although such Goods or some of them may have been paid for) and shall after the expiration of fourteen days written notice to the Buyer be entitled to dispose of such Goods and property as it deems fit and apply the proceeds towards such debts.

10. Passing of Risk

Risk in the Goods shall pass to the Buyer at point of delivery, except that (i) where delivery ex works is stipulated risk shall pass to the Buyer when Goods are loaded into vehicles at the Seller s works and (ii) in the case of export orders property and risk shall pass to the Buyer in accordance with stipulated terms of shipment.

11. Insurance

As and from the passing of risk the Buyer shall insure and keep insured the Goods with an Insurance Office of repute to their full replacement value and shall upon the request of the Seller produce the policy of insurance in relation to the Goods and have endorsed thereon the interest of the Seller.

12. Descriptions

12.1. Any description or property of the Goods is given to the Buyer in good faith based either on information supplied to the Seller or its own tests but except as provided in clause 14.1 there shall be no condition or warranty in this agreement either express or implied that the Goods correspond with such description or property.

12.2. The Seller makes no representation or warranty as to how any Goods may react when mixed with other goods and chemicals.

13. Trademarks and Patents

The supply of goods by the Seller shall not confer any right on the Buyer to use any trademark of the Seller without prior written consent of the Seller and at all times such trademark shall remain the property of the Seller. Neither does it imply any right to use any patent of the Seller or any indemnity against infringement of third party patents.

14. Conditions and Warranties

14.1. The Seller warrants that Goods manufactured and supplied by it shall comply with the Seller s appropriate specification provided that the Seller reserves the right to alter the specification of Goods without prior reference to the Buyer (only if the Goods comply with all known requirements of the Buyer).

14.2. Notwithstanding the Buyer s duty to inspect the Goods as set out in clause 7.4, and that the Goods have been stored and used in accordance with the Seller s instructions, if the Goods are defective when used by the Buyer then the Buyer shall take a sample of such Goods suitable for examination and shall immediately notify the Seller in writing of the defect and at the option of the Seller but at the cost of the Buyer return either the sample or the whole of the alleged defective Goods to the Seller for analysis.

14.3. The Seller will at its option replace or repair Goods that it accepts as being defective or refund the price thereof provided that such defects appear within the shorter of six months or such other period as may appear in the Seller s literature from time to time of the date of delivery as a result of manufacturer s default.

14.4. Save as hereinbefore provided all warranties terms and conditions as to the quality and condition of the Goods or fitness for any particular purpose or otherwise or their compliance with any description and all such warranties terms and conditions which would otherwise arise by statute implication of law or otherwise howsoever on the sale or repair of any products by the Seller or by its dealers or traders are hereby excluded (so far as may be permitted by law).

14.5. The Seller shall not be liable for any loss caused to Buyer s Goods whilst in the Seller s possession notwithstanding that any such loss may be caused by the negligence or wilful recklessness of the Seller s employees or agents or of any trespasser upon the Seller s premises save that the Seller shall account to the Buyer for any monies that it may receive under any insurance policy the Seller not being under any obligation to insure as aforesaid.

14.6. The Buyer shall not give or offer any representation guarantee or warranty in relation to any Goods supplied by the Seller except as may be expressly authorised in writing by the Seller.

14.7. The Seller shall be under no obligation to transfer any better title in the Goods to the Buyer than it has at the date hereof.

14.8. The Sellers judgement as to the cause of any alleged defect shall be final and binding.

15. Descriptions Limitations of Liability

15.1. The Seller shall not be liable in any event for any claim in excess of the limit of its Product Liability Insurance from time to time.

15.2. The Seller shall not be liable or held responsible to the Buyer any dealer or other person for any consequential loss damage or injury howsoever caused arising directly or indirectly from its negligence or wilful default or the negligence or wilful default or its employees or agents in any way whatsoever including (but not by way of limitation) in manufacturing processing packing or loading the Goods or arising directly or indirectly from storage use or application of the Goods.

16. Force Majeure

16.1. Neither party shall be responsible for any failure to fulfil any provision of this Contract if such failure is caused by circumstances beyond the control of the Seller or Buyer as the case may be or by the shortage of supplies required for or in connection with the manufacture of a product or by compliance with any order or request of any national or local port or other authority.

16.2. Where the Seller is delayed or hindered from delivering the Goods for the reasons set out in 16.1 the order shall at the request of the Seller be varied to exclude those Goods from the order and the Seller shall not be liable in damages to the Buyer, nor may the Buyer cancel the order or refuse delivery of other Goods.

17. Indemnity

The Buyer shall indemnify the Seller in respect of all damage or injury occurring to any person firm company or property and against all actions suits claims and demands charges or expenses in connection therewith for which the Seller may become liable in respect of the Goods sold under the Contract in the event that the damage or injury shall have been occasioned otherwise than by the negligence of the Seller.

18. Waiver

Any waiver or forbearance on the part of the Seller with regard to any breach by the Buyer of his duties or obligations herein contained shall not in any way affect the terms of the order and/or the continuing liabilities of the Buyer hereunder.

19. Legal Construction

These Conditions of Sale and any Contract of which they and quotations given form part shall be construed solely according to the laws of England.

20. Severability

If any provision of these conditions is declared to be void or unenforceable by a Court having competent jurisdiction hereover, but would be valid or effective if some part or parts of it were deleted then such provision shall be so amended and effective accordingly and shall not affect any other provision of these conditions to the validity or enforceability hereof.

21. Entire Agreement

Save as expressly agreed in writing these conditions embody all the terms binding between the Buyer and Seller and replace all antecedent representations or proposals not embodied. Amendments hereto shall not come into operation until reduced to writing and properly executed on behalf of the Buyer and Seller.

22. Data Protection

The Buyer authorized the Seller to carry out checks (including enquiries relating to directors and other individuals) with credit reference agencies, and to keep a record of that search and to make available to such agencies information relating to the conduct of the Buyer’s account, and the Buyer acknowledges that the agencies concerned may keep and share the information supplied to them with other businesses in assessing applications for credit and/or fraud prevention.

23. Headings

The headings of the paragraphs hereof are inserted for convenience only and do not form part of the conditions.

 1. Application 

1.1 The Buyer hereby orders the supplier, by accepting the purchase order, to supply The Goods specified subject to these terms and conditions which shall govern the Contract to the exclusion of any other terms and conditions. Any reference overleaf to the supplier’s quotation, specification, price list or like document shall be solely for the purpose of describing The Goods to be supplied and no terms and conditions endorsed upon, delivered with or referred to in such apply to the Contract. 

2. Contract Provisions 

The headings in these Conditions are for convenience only and shall not affect their interpretation. 

2.1 “The Buyer” means the entity issuing The Order, “Stephenson”, and any affiliates, subsidiaries, successors or assigns thereof. “The Seller” means the person or company to whom The Order is addressed. “Materials” means all the products and/or services to be supplied by The Seller under The Order. “The Order” means the Purchase Order or Call Off Order issued by The Buyer for the supply of Materials, which may be an oral communication or a written or electronic document. 

2.2 These terms and conditions, together with the Purchase Order, constitute an offer by The Buyer to purchase The Materials from The Seller in accordance with the terms and conditions described herein. The Seller, by accepting the purchase order, agrees that it will supply The Goods specified overleaf and, subject to these conditions, shall govern the contract to the exclusion of any other terms and conditions. This offer is not an acceptance or a confirmation of any previous offer or proposal from The Seller, and this offer shall be deemed to be a rejection and counteroffer with respect to any previous offer or proposal from The Seller. Acceptance of any shipment of The Materials shall not be construed as an acceptance of any such previous offer or proposal or an acceptance of any different or additional terms proposed by The Seller. 

2.3 This offer shall become an “Agreement” upon acceptance by The Seller. The Seller shall be deemed to have accepted this offer by commencement of performance called for in The Order, by delivery of The Materials to The Buyer, by written acceptance or confirmation of this Agreement, or by any other act or communication constituting legal acceptance, whether or not any such acceptance or confirmation purports to state terms additional to or different from those stated herein. The Buyer hereby expressly objects to and rejects any such additional or different provisions, and none of such provisions shall be deemed to be a part of this Agreement unless specifically agreed to in writing by The Buyer. Any reference overleaf to the supplier’s quotation, specification, price list or like document shall be solely for the purpose of describing The Goods to be supplied and no terms and conditions endorsed upon, delivered with or referred to in such apply to the Contract. 

3. Sale of Materials 

3.1 The Seller agrees to sell, transfer and deliver The Materials to The Buyer for the purchase price set forth in The Order, subject to all of the covenants, terms and conditions hereof. 

3.2 The Buyer agrees to purchase The Materials, subject to all of the covenants, terms and conditions hereof, and to pay The Seller the purchase price set forth in The Order. Typographical and other clerical errors in The Order are subject to correction. The Buyer reserves the right at any time to modify The Order upon notice to The Seller. Upon such notice, The Buyer and The Seller shall negotiate an equitable adjustment in price and/or time of performance. The Buyer shall have the right to stop all or part of the work under The Order or cancel any future delivery of any Materials upon notice to The Seller. 

3.3 The Seller agrees to obtain from The Buyer a purchase order number for any and all purchase orders of goods and/or services. The Seller further agrees it will clearly reference the purchase order number on the applicable invoice(s). The Supplier shall accept The Order placed by The Buyer, and a binding contract for the supply of The Goods subject to these conditions, shall exist by whichever is the earlier of; the Supplier’s acceptance of The Order, in writing or orally, subject to these conditions; or by the delivery of Goods. 

3.4 The Seller acknowledges that any invoice submitted to The Buyer that does not clearly reference The Buyer’s corresponding purchase order number may be considered invalid by The Buyer and may result in delayed payment. 

3.5 Any typographical clerical or other accidental error or omission in The Order placed by The Buyer or in any drawing’s specifications, instructions, tools or other material supplied by The Buyer, shall be subject to correction without any liability on the part of The Buyer. No variation to the Contract shall be binding unless agreed in writing between the authorised representatives of The Buyer and The Seller. 

4. Specification 

4.1 The quantity, quality and description of The Goods shall, as provided in these Conditions, be as specified in The Order and/or in any applicable Specification supplied by The Buyer to The Seller or agreed in writing by The Buyer. 

4.2 Any Specification supplied by The Buyer to The Seller, or specifically produced by The Seller for The Buyer, in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in the Specification, shall be the exclusive property of The Buyer. The Seller shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of The Seller, or as required for the purpose of the Contract. The Seller shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of The Seller, or as required for the purpose of the Contract. 

4.3 The Goods shall be marked in accordance with The Buyer’s instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course. 

4.4 The Seller shall not unreasonably refuse to take any steps necessary to comply with any request by The Buyer to inspect or test The Goods during manufacture, processing or storage at the premises of The Seller or any third party prior to despatch, and to provide The Buyer with any facilities reasonably required by The Buyer for inspection or testing. If as a result of inspection or testing The Buyer is not satisfied that The Goods will comply in all respects with the Contract, and The Buyer so informs The Seller within seven days of inspection or testing, The Seller shall take such steps as are necessary to ensure compliance. 

4.5 The Seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of The Goods. 

5. Purchase Price and Terms of Payment 

PRICE 

5.1 The Price of The Goods shall be as stated in The Order and, unless otherwise so stated, shall be exclusive of any applicable value added tax (which shall be payable by The Buyer subject to receipt of a VAT invoices). 

5.2 The payment terms of The Goods stated in The Order will be subject to the agreed incoterms. 

5.3 No increase in the Price may be made (whether because of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent or The Buyer in writing. 

5.4 The Buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by The Seller, whether or not shown on its own terms and conditions of sale. 

5.8 PAYMENT 

5.9 Unless otherwise stated in The Order, The Buyer shall pay the price of The Goods within the agreed payment terms on receipt by The Buyer of a proper invoice or, if later, after acceptance of The Goods in question by The Buyer, but time for payment shall not be of the essence of the contract. 

5.10 Each invoice shall quote The Order number or will be rejected by The Buyer and payment refused until an amended invoice states correct order number. 

5.11 Materials shipped against this Agreement shall be invoiced at the price set forth in The Order. Unless otherwise specified on The Order, payment of the purchase price shall be due to the agreed payment terms after the later of The Buyer’s receipt of The Seller’s correct invoice for such shipment or the date on which The Materials are received by The Buyer. The Seller agrees that it will take no adverse action against The Buyer for any invoices not paid resulting from The Seller’s failure to obtain or clearly reference purchase order numbers on the applicable invoices or accurately invoice The Buyer. 

5.12 The Buyer shall be entitled to set off against the Price any sums owed to The Buyer by The Seller. 

5.13 The Seller must ensure all The Order is stated on all documentation. 

5.13.1 Failure to do so may result in a delay or non-payment. 

5.14 The Seller must invoice The Buyer within three months of the supply. 

5.15 The Buyer may refuse payment if invoices are received after three months of supply. 

6. Shipment, Delivery and Acceptance 

6.1 The Goods shall be delivered to the delivery address on the date or within the period stated in The Order, in either case during The Buyer’s usual goods in hours. 

6.2 The Seller shall follow any shipping instructions provided by The Buyer and shall properly and carefully package The Materials for shipment. Any loss or damage, whenever occurring, which results from The Seller’s improper packaging or crating shall be borne by The Seller. Notwithstanding anything in the foregoing to the contrary, title to and risk of loss of The Materials shall pass to The Buyer only upon receipt of the same by The Buyer, and any rightful rejection or revocation of any Materials by The Buyer shall immediately shift the risk of loss of such Materials, wherever located, to The Seller. 

6.3 All items shipped shall be properly identified with The Buyer’s purchase order number and any purchase order item number or other identification number shown. The Seller accepts full responsibility for the completeness and accuracy of all transport and customs documentation (“Shipping Documents”) provided to The Buyer. The Seller accepts any liabilities resulting from incomplete or inaccurate data on Shipping Documents or failure to comply with any import or export requirements. 

6.4 Where it is agreed in writing that the date of delivery of The Goods is to be specified by The Seller after the placing of The Order, The Seller shall give The Buyer reasonable notice in writing of the specified date. 

6.5 The time of delivery of The Goods is of the essence of the Contract. 

6.6 If The Goods are to be delivered by instalments, the Contract will be treated as a single contract and not severable. 

6.7 The Buyer shall have a reasonable opportunity to inspect The Materials after delivery to The Buyer’s premises. 

6.8 The Buyer shall not be deemed to have accepted The Goods until it has had 21 working days to inspect them following delivery or collection as the case may be. The Buyer shall also have the right to reject The Goods as though they had not been accepted for 21 days after any latent defect in The Goods has become apparent. 

6.9 The Buyer shall not be deemed to have accepted any such Materials until the expiration of such time for inspection following delivery. The parties acknowledge and understand that The Buyer may inspect any commercial lot of The Materials consisting of numerous units of the same product by inspecting only a reasonable sampling of such units and that The Buyer may revoke acceptance of any other units of such commercial lot which The Buyer at a later time discovers to be defective. 

6.10 The Seller shall supply The Buyer in good time with any instructions or other information to enable The Buyer to accept delivery of The Goods.

6.11 The Buyer shall not be obliged to return to The Seller any packaging or packing materials for The Goods, whether or not any Goods are accepted by The Buyer. 

6.12 The Buyer shall be entitled to reject any Goods delivered which are not in accordance with the contract and shall not be deemed to have accepted any Goods until The Buyer has had a reasonable time to inspect them following delivery. 

6.13 Upon rejection or revocation of acceptance of any Materials, The Seller promptly shall replace or correct, at The Buyer’s option, any unsatisfactory units at The Seller’s expense, including all shipping costs. The Buyer’s failure to inspect or reject Materials, or payment for Materials, shall not relieve The Seller of any of its obligations hereunder or constitute a waiver of any of The Buyer’s rights hereunder. 

7. Quality and Warranty 

7.1 The Seller hereby warrants to The Buyer that, in addition to any and all express and implied warranties; (i) shall be provided in a competent, professional manner and in accordance with the highest standards and best practices of The Seller’s industry; (ii) shall be free from defects in materials and workmanship, and shall be merchantable and fit for their particular purpose; (iii) shall conform to and perform in accordance with all specifications, drawings, samples and other requirements referred to in The Order and provided by The Seller; (iv) when shipped shall be free from all liens, security interests and encumbrances of any type whatsoever; and (v) shall be manufactured, produced, labelled, furnished and delivered to The Buyer in full and complete compliance with all applicable laws and regulations, both at the time of delivery and for a reasonable period of time thereafter. 

7.2 The Goods shall of the best available design, quality, material and workmanship and conform in all respects with The Order and Specification supplied or advised by The Buyer to The Seller. 

7.3 The Goods will correspond with any relevant specification or sample and will comply with all statutory requirements and regulations relating to the sale of The Goods. 

7.4 The Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979; be reasonably fit for purpose; and be reasonably fit for any particular purpose for which The Goods are being bought if The Buyer had made known that purpose to The Seller in writing and The Seller has confirmed in writing that it is reasonable for The Buyer to rely on the skill and judgment of The Seller. 

7.5 The property in The Goods shall pass to The Buyer upon delivery, unless payment for The Goods has been agreed to be made prior to delivery, when it shall pass to The Buyer once payment has been made and The Goods have been appropriated to the Contract. 

7.6 The Seller shall not be liable for a breach of any of the warranties in condition unless; The Buyer gives written notice of the defect to The Seller, and, if the defect is as a result of damage in transit to the carrier, within 5 days of the time when The Buyer discovers the defect. 

7.7 After receiving notice of defected Goods, and The Buyer (if asked to do so by The Seller) returns such Goods to The Seller’s place of business at The Seller’s cost for the examination to take place there, The Seller will be given a reasonable opportunity to replace The Goods, if The Buyer is still able to utilise The Goods and accepts the replacement goods. 

7.8 If any of The Goods do not conform with any of the warranties specified in these Terms and Conditions, The Seller may opt to repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if The Seller so requests, The Buyer shall, at The Seller’s expense, return The Goods or the part of such Goods which is defective to The Seller. 

7.9 The Seller shall give The Buyer reasonable advance written notice of any production change related to The Materials, including but not limited to any change in the manufacturing process, formulation, raw materials or production location. For any change that could affect performance of The Materials, The Seller shall complete any reasonable qualification processes of The Buyer and address The Buyer’s concerns about the change. 

8. Sustainability 

8.1 The Seller must consider the impact of environmental, economic and social factors along with price and quality, and at all times adhere to the fundamentals of ethical behaviour when sourcing materials and demonstrate integrity at all times. 

8.2 All timber supplied to The Buyer must be FSC certified, unless agreed otherwise by The Buyer. 

8.3 The Seller must attempt to limit the negative impact the transportation of goods and materials may have on the environment or such entities and does not unnecessarily increase the costs to The Buyer.

9. Compliance with Law and Regulation 

9.1 The Seller shall comply with The Buyer’s policies that are notified to it by The Seller from time to time. 

9.2 The Seller agrees to cooperate with any audit conducted by The Buyer or at The Buyer’s direction to confirm that The Materials are being generated without reliance on fraud, corruption, child labour, Section 54 of the Modern Slavery Act 2015, or any form of labour or human trafficking. Furthermore, as requested by The Buyer, The Seller agrees to execute and provide all information, documents and certifications reasonably required by The Buyer pursuant and use due diligence protocols, standards and procedures in its supply chain as are necessary to comply with its obligations herein. 

9.3 Any alleged or suspected violation of The Buyer’s policies by The Seller or its personnel in the performance of this Agreement shall be promptly reported to The Buyer. The Seller shall permit The Buyer and any of its affiliates to investigate the matter, co-operate with any such investigation and take whatever corrective action The Buyer deems to be appropriate with respect to any such violation by The Seller or its personnel. Any breach of the policies by The Seller shall constitute a material breach of the Agreement and shall entitle The Buyer to terminate this Agreement and any other agreement between the parties, with immediate effect without liability. 

9.4 The Seller represents, warrants and undertakes to The Buyer that: (i) in carrying out its responsibilities under this Agreement, it shall at all times comply with all applicable local and international laws. 

9.4.1 In particular, neither it nor any of its officers, employees, directors or agents shall, directly or indirectly offer, promise, pay or give, or authorise any offer, promise, payment or gift of, money or anything else of value to any person, including any public official or other relevant person, either as an improper inducement to make, or as an improper reward for making, any decision favourable to the interests of The Buyer or The Seller. 

9.5 Notwithstanding any other provision of this Agreement, if The Buyer becomes aware of what it determines in good faith to be a breach of the above representations and warranties, The Buyer is entitled to terminate this Agreement, and any other agreement between the parties, with immediate effect. In the event of such termination, The Buyer shall have no liability to The Seller under this Agreement for any fees, reimbursements.

10. Default 

10.1 10.1 The Seller shall be deemed to be in default hereunder if it violates any of the terms hereof or fails timely to perform any of its covenants, duties or obligations hereunder, or if it performs or fails to perform any other act, whether pursuant to this Agreement or otherwise, which gives The Buyer reasonable grounds to feel insecure with respect to The Seller’s future performance hereunder. 

10.2 10.2 Upon default by The Seller hereunder, The Buyer may exercise any or all of the following rights and remedies, in addition to such other rights and remedies as may be provided hereunder or under applicable law: (i) Reject or revoke acceptance of any or all of The Materials, whether or not such Materials are defective and whether or not the condition of delivery thereof otherwise relates to, pertains to, concerns or gives rise to such event of default; and/or (ii) Terminate this Agreement without any obligation whatsoever with respect to Materials not yet delivered to The Buyer at the time of such termination. The Buyer’s decision to pursue any one such remedy shall not be deemed to be an election not to pursue any other remedy at the same time or at any other time. 

11. Risk, Property and Indemnification 

11.1 The Seller agrees to indemnify The Buyer in full, from and against, any and all liabilities, losses, damages, costs or expenses, including reasonable attorneys’ fees, incurred or suffered by The Buyer as a result of or in connection with The Seller’s breach of any of its obligations hereunder. 

11.2 Risk of damage to or loss of The Goods shall pass to The Buyer upon delivery to The Buyer in accordance with the Contract. 

11.3 The property in The Goods shall pass to The Buyer upon delivery, unless payment for The Goods has been agreed to be made prior to delivery, when it shall pass to The Buyer once payment has been made and The Goods have been appropriated to the Contract. 

11.4 The Seller agrees to indemnify The Buyer in full in respect of any damages, losses or expenses which The Buyer may suffer or incur (including reasonable attorneys’ fees) arising out of, relating to or concerning any claim, action or allegation that any of The Materials (or the use of same in an intended manner) infringes any patent or intellectual property rights claimed by any third party; provided that The Buyer shall notify The Seller in writing of any such claim, act or allegation promptly after learning of the same and shall assist and cooperate in the defence or settlement thereof. Such defence or settlement shall be at The Seller’s sole expense, and The Seller shall pay all damages and costs finally awarded against The Buyer as a result of any such suit or proceeding.

11.5 The Seller shall indemnify The Buyer if there is breach of any warranty given by The Seller in relation to The Goods; any claim that The Goods infringe, or that their importation, use or resale, infringes, the patent, copyright trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any specification supplied by The Buyer; any act or omission of The Seller or its employees, agents or sub-contractors in supplying, delivering or installing The Goods. 

11.6 The Seller shall indemnify The Buyer in full all claims by the customers of The Buyer (and their sub-The Buyers) arising out of any breach whatever by The Seller of this contract for sale. 

12. Remedies 

12.1 13.1 Without prejudice to any other right or remedy which The Buyer may have, if any Goods are not supplied in accordance with, or The Seller fails to comply with, any of the terms of the contract The Buyer shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of The Goods have been accepted by The Buyer. In such circumstances The Buyer may: 

12.1.1 Rescind The Order. 

12.1.2 Reject The Goods (in whole or in part) and return them to The Seller at the risk and cost of The Seller on the basis that a full refund for The Goods so returned shall be paid forthwith by The Seller. 

12.1.3 At The Buyer’s option, give The Seller the opportunity (at The Seller's expense) either to remedy any defect in The Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled. 

12.1.4 Refuse to accept any further deliveries of The Goods, but without any liability to The Seller. 

12.1.5 To carry out at The Seller's expense any work necessary to make The Goods comply with the contract. 

12.1.6 To claim such damages as may have been sustained in consequence of The Seller's breach or breaches of the contract.

13. Termination 

13.1 The Buyer shall be entitled to cancel the contract in respect of all, or part only, of The Goods, by giving notice in writing to The Seller at any time prior to delivery or performance, in which event The Buyer’s sole liability shall be to pay to The Seller the Price for The Goods in respect of which The Buyer has exercised its right of cancellation, less The Buyer’s reasonable estimate of The Seller’s net saving of cost arising from cancellation. 

13.2 The Buyer shall be entitled to terminate the contract without liability to The Seller by giving notice to The Seller at any time if 

13.3 The Seller makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction). 

13.4 An encumbrance takes possession, or a receiver is appointed, of any of the property or assets of The Seller. 

13.5 The Seller ceases, or threatens to cease, to carry on business. 

13.6 The Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to The Seller and notifies The Seller accordingly. 

14. Force Majeure 

14.1 In the event either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout the party shall not be deemed to be in breach of its obligations under this Agreement. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations. 

14.2 Sub-clause 14.1 shall not apply with respect to strikes and lockouts, where such action has been induced by the party so incapacitated. 

14.3 Each party shall be liable to pay to the other damages for any breach of this Agreement and all expenses and costs incurred by that party in enforcing its rights under this Agreement.

14.4 If and when the period of such incapacity exceeds 6 months, then this Agreement shall automatically terminate unless the parties first agree otherwise in writing. 

15. Communications 

15.1 All communications between the parties about the contract shall be in writing sent by electronic mail: 

15.2 Communications shall be deemed to have been received if sent by electronic mail on a Business Day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day. 

15.3 Purchase orders will be off-hired by The Buyer via email and will be deemed to be off-hired by the date specified by The Buyer. 

16. Waiver 

16.1 No waiver by The Buyer of any breach of the Contract by The Seller shall be considered as a waiver of any subsequent breach of the same or any other provision. 

17. Severance 

17.1 If any provisions of these Conditions are held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby. 

18. Third Party Rights 

18.1 A person who is not a party to the Contract shall have no rights under this Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

19. Governing Law and Jurisdiction 

19.1 The Contract shall be governed by the laws of England and Wales and the parties agree to submit. 

20. General Provisions 

20.1 In order to assess The Seller’s performance under and compliance with the Agreement, including but not limited to The Seller’s compliance with respect to pricing, specifications, warranties and certifications, The Buyer and/or its designated representative(s) shall have the right, upon reasonable notice, access and audit The Seller’s facilities, books, records, goods and services related to the Agreement and Materials. The costs of any such audit will be paid by The Buyer, unless the audit reveals any nonconformance by The Seller, in which case The Seller will promptly reimburse The Buyer for the reasonable costs of the audit. 

20.2 The Seller shall furnish, at The Seller’s expense, all labour, materials, equipment, transportation, facilities and other items that are necessary to meet the Order requirements. Time is of the essence in The Seller’s performance. The Seller must immediately notify The Buyer whenever The Seller has knowledge of an actual or potential delay to the timely performance of the Order. In the event of The Seller’s refusal or failure to meet the delivery date(s) specified in the Order, The Buyer may, without limiting its other rights and remedies, direct expedited routing and charge excess costs incurred thereby to The Seller or cancel all or part of the Order. 

20.3 This Agreement shall constitute the complete understanding and contract between The Seller and The Buyer with respect to the subject matter hereof and supersedes any prior written or oral understandings with regard thereto. No purported amendment, modification or waiver of any provision of the Agreement shall be binding on The Buyer unless set forth in a written document signed by an authorized representative of The Buyer. Any waiver shall be limited to the circumstance or event specifically referenced in the written waiver document and shall not be deemed a waiver of any other term of the Agreement between The Seller and The Buyer or of the same circumstance or event upon any recurrence thereof. 

20.4 The title to any tangible property, including but not limited to material, goods, equipment, apparatus, documents, and literary property (e.g., drawings, manuscripts, artwork, motion pictures, video programs, and computer software), provided to The Seller by The Buyer or produced by The Seller in submitting a bid or estimate or in carrying out an Order for The Buyer shall be vested in The Buyer, and The Seller agrees to return or deliver such tangible property to The Buyer upon request.

20.5 The Seller hereby expressly assigns to The Buyer all copyrights in and to any literary property produced by The Seller for The Buyer. 

20.6 In the event the Agreement relates to consulting services, The Seller shall be considered a consultant and every work or idea created or acquired by or on behalf of The Seller for The Buyer (past and future) shall be considered a “work made for hire” on behalf of the The Buyer. It is the intent of the parties that The Buyer shall have unrestricted ownership in and to all such works and to any derivative works, without further compensation of any kind to The Seller. To the extent that the law would fail to automatically vest in The Buyer the full unrestricted ownership of all such works under “work for hire” treatment or similar concepts, The Seller hereby assigns to The Buyer the copyright and any and all other rights in and to every such work including any derivatives, and The Seller waives any claim of moral right that it may have in or in connection with such work. 

20.7 The Buyer and The Seller acknowledge that they are each independent parties and neither shall be deemed an agent or representative of the other or have authority to bind the other in any manner whatsoever. 

20.8 During the term of this Agreement and one year following completion of final delivery of the Materials, The Seller agrees that it will not, without The Buyer’s prior written consent, directly, or indirectly through third parties, employ, solicit, engage or retain the services of The Buyer’s employees or personnel.