Terms and Conditions for the Supply of Goods and/or Services
These terms and conditions (“Conditions”) apply to the supply of goods (“Goods”) and/or services (“Services”) to The Deltic Group Limited or any company in the same group (“Deltic”). By accepting a purchase order (“Order”) from Deltic which refers to these Conditions, the supplier of the goods and/or services (“Supplier”) is deemed to accepts these Conditions.
1.1 The Order constitutes an offer by Deltic to purchase Goods and/or Services from the Supplier in accordance with these Conditions.
1.2 The Order shall be deemed to be accepted on the earlier of:
(a) the Supplier issuing written acceptance of the Order; or
(b) any act by the Supplier consistent with fulfilling the Order,
at which point and on which date the Contract shall come into existence.
1.3 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2 GENERAL OBLIGATIONS OF THE SUPPLIER
2.1 In performing its obligations hereunder the Supplier shall:
2.1.1 provide the Goods and/or Services in a timely manner in accordance with the timescales set out in any Order;
2.1.2 comply with all reasonable instructions and/or directions of Deltic;
2.1.3 comply with all applicable laws, enactments, orders, regulations, codes of practice and other similar instruments as may be in force or apply from time to time;
2.1.4 obtain and maintain in force all necessary consents, approvals, authorisations, licences and permissions which may be required in order to enable it to perform its obligations;
2.1.5 ensure that any of its personnel who attend Deltic’s premises act in accordance with (a) all health and safety regulations, (b) any other security requirements that apply to Deltic’s premises and (c) Deltic’s health and safety and security policies;
2.1.6 promptly notify Deltic of any circumstance that may materially delay or otherwise affect the Supplier’s ability to provide the Goods or Services;
2.1.7 hold all materials, equipment and tools, drawings, specifications and data supplied by Deltic to the Supplier in safe custody at its own risk, maintain them in good condition until returned to Deltic, and not dispose or use them other than in accordance with Deltic’s written instructions or authorisation;
2.1.8 work in accordance with the specific service levels defined in any agreed service level agreement.
3 SUPPLY OF GOODS
3.1 In supplying the Goods, the Supplier shall:
3.1.1 ensure that the Goods are fit for the purpose required and are free from any defect in design, performance, safety, materials and workmanship;
3.1.2 inspect and test the Goods prior to delivery for total compliance with the relevant Order;
3.1.3 comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods;
3.1.4 ensure that all Goods are delivered:
(a) in accordance with any time or date referred to in any Order or, if no such date is specified, within 10 days of the Effective Date and time shall be of the essence;
(b) to Deltic’s premises at the address specified in the Order or such other location as is set out in the Order or as instructed by Deltic before delivery; and
(c) during Deltic’s normal hours of business on a business day, or as instructed by Deltic;
3.2 The Supplier shall not deliver the Goods in instalments without Deltic’s prior written consent.
4 SUPPLY OF SERVICES
4.1 In supplying the Services, the Supplier shall:
4.1.1 provide all Services with the best skill, care and diligence and in accordance with the best standards observed in the industry for similar services;
4.1.2 perform the Services in accordance with any quality control or other particular requirements set out in any Order or any service level agreement;
4.1.3 ensure that all Services (including, without limitation, any installations or removals) are supplied in accordance with any time or date referred to in any Order or agreed contract schedule and time shall be of the essence in this regard;
4.1.4 comply with all applicable regulations or other legal requirements concerning the supply of the Services; and
4.1.5 comply at all times with any lawful and/or reasonable instructions given by Deltic (including without limitation any risk assessment, policies and licence conditions) in respect of the provision of the Services.
5 RISK AND TITLE OF GOODS
5.1 Risk of loss of or damage to the Goods shall at all times remain with the Supplier where the items are on lease. Where Deltic is purchasing items outright, risk of loss or damage will transfer to Deltic on delivery.
5.2 Title in the Goods shall remain with the Supplier when the Goods are on lease. Where Deltic is purchasing items outright, title in the goods will transfer to Deltic on delivery.
6.1 Without prejudice to any other right or remedy which Deltic may have, if any of the Goods are not supplied, or if the Services are not carried out in accordance with these Conditions, Deltic may at Deltic’s option:
6.1.1 in respect of Goods only to:
(a) reject the Goods (in whole or part);
(b) require the Supplier, at the Supplier’s expense, either to remedy any defect or to supply replacement Goods;
(c) require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods; or
6.1.2 in respect of Services only to:
(a) require the Supplier, at the Supplier’s expense, to remedy any issues with the Services (or breach of any agreed service levels where applicable) within 10 days of notification;
(b) require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided; or
6.1.3 in respect of Goods and/or Services to:
(a) claim such damages for any costs, losses or expenses as may have been sustained in consequence of the Supplier’s breaches of these Conditions; or
(b) terminate the Contract either in whole or in part with immediate effect by giving written notice to the Supplier.
7.1 The Supplier shall indemnify and keep Deltic indemnified in full against all liabilities, damages, injury, losses, costs and expenses (including legal and other professional fees and expenses) suffered, awarded against or incurred or paid by Deltic as a result of or in connection with:
7.1.1 any claim made against Deltic for actual or alleged infringement of a third party's Intellectual Property arising out of, or in connection with, the supply or use of the Goods, or receipt, use or supply of the Services;
7.1.2 any claim made against Deltic by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods or performance of the Services;
7.1.3 any breach by the Supplier of clause 14 (Data Protection) or clause 15 (Anti-Bribery).
8 LIMITATION OF LIABILITY
8.1 Nothing in these Conditions excludes or limits the liability of either party for (i) death or personal injury resulting from negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be excluded or limited as a matter of law.
8.2 The Supplier’s liability in contract, tort, misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of under these Conditions in any period of 12 months shall not exceed, in the case of physical damage to property, £1 million per event or series of related events and, in all other cases, 200% of the fees paid by the Supplier to Deltic during such 12 month period.
8.3 Deltic’s liability to the Supplier in contract, tort, misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of under these Conditions shall not exceed payment of the purchase price for the Goods and/or Services in question.
9.1 The Supplier shall effect and maintain in force with a reputable insurance company, at levels which are prudent given the nature of the Goods and the Services being provided, the following insurance policies:
9.1.1 Public and Product Liability Insurance Policy in respect of loss or injury to persons or damage to tangible property; and
9.1.2 such other insurance as may be required by law (including employer’s liability).
9.2 On request, the Supplier shall promptly provide Deltic with reasonable evidence confirming that the Supplier is insured in accordance with this Condition.
10.1 The price for the Goods and/or Services will be as stated in the Order or as otherwise agreed in writing by the parties and shall be inclusive of any costs of packaging, insurance and carriage.
10.2 Subject to the receipt of a correct invoice, Deltic shall make payment for the Goods and/or Services in pounds sterling within 60 days of the date on which Deltic receives the invoice.
10.3 In respect of the Goods, the Supplier shall invoice Deltic on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice Deltic on completion of the Services. Each invoice shall include such supporting information required by Deltic to verify the accuracy of the invoice, including but not limited to the Order number. Invoices shall be sent to Deltic’s registered office and shall be inclusive of VAT.
10.4 If Deltic fails to pay the Supplier on the due date, the Supplier may charge interest from the due date for payment at an annual rate of 1% above the base rate of the Bank of England from the due date until payment.
11 TERM AND TERMINATION
11.1 Deltic may terminate any unfulfilled Order for convenience by giving the Supplier not less than 1 month’s written notice.
11.2 Deltic may terminate any Order with immediate effect by giving written notice to the Supplier if:
11.2.1 the Supplier commits a material breach of its obligations under these Conditions and fails to remedy such material breach within 14 days of receipt of notice in writing the Supplier to do so;
11.2.2 Deltic has reasonable grounds to believe that the Supplier will be unable to pay its debts as they fall due or will be unable to perform its obligations under these Conditions as a result of an event of insolvency, administration, receivership, arrangement with its creditors or other similar event.
11.3 For the avoidance of doubt, termination of these Conditions for whatever reason shall be without prejudice to the rights and remedies of either party which may have accrued on or before the date of termination.
12 INTELLECTUAL PROPERTY
12.1 Intellectual Property owned by the Supplier on the date of the Order shall remain the sole property of the Supplier. Intellectual Property owned by Deltic on the date of the Order shall remain the sole property of Deltic. Intellectual Property created by or on behalf of either party in respect of the Order at any time after the date of the Order shall be owned by Deltic.
12.2 The Supplier shall ensure that full legal and beneficial ownership of any Intellectual Property relating to work done by personnel performing the Services will vest or will be caused to vest in Deltic.
13.1 Each party agrees to treat as secret and confidential and shall not at any time or for any reason without the other party’s written consent (i) disclose or permit to be disclosed to any person or persons or (ii) make use of or permit to be made use of other than for the purposes for which it was disclosed, any confidential information belonging to the other party.
13.2 A receiving party may disclose confidential information to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging its obligations to the disclosing party and shall procure that such employees, agents or sub-contractors observe the same obligations as those of the receiving party.
13.3 The obligation of confidentiality referred to in this clause 13, shall not apply to any information which:
13.3.1 is in the possession of and is at the free disposal of the receiving party or is published or is otherwise in the public domain prior to the receipt of such confidential information or other information by the receiving party;
13.3.2 is or becomes publicly available on a non-confidential basis through no fault of the receiving party; or
13.3.3 the receiving party is required to disclose the confidential information by law or applicable regulation.
13.4 Following fulfilment of an Order, each party agrees to return to the other party or destroy any confidential information which it has previously received and which is no longer needed and to certify on request that this has been done.
14 DATA PROTECTION
14.1 In relation to all processing of personal data, the Supplier shall:
14.1.1 implement and maintain, appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing or accidental loss or damage;
14.1.2 comply with its obligations under any applicable data protection law and regulations, and shall not, by act or omission, put Deltic in breach of, or jeopardise any registration under, any such laws and regulations;
14.1.3 maintain proper records of its processing activities;
14.1.4 promptly and fully notify Deltic in writing if the Supplier suspects or becomes aware of any actual, threatened or potential breach of security of any personal data it holds; and
14.1.5 if and to the extent that the Supplier collects and passes personal data to Deltic, obtain appropriate consent from all data subjects to whom it relates, allowing the Supplier to pass their personal data to Deltic.
14.2 Where Supplier is processing personal data on Deltic’s behalf, the Supplier shall:
14.2.1 process personal data only for the purposes for which it was provided and in accordance with Deltic’s written instructions from time to time;
14.2.2 permit Deltic, or Deltic’s representatives, at any time on reasonable notice to audit the Supplier’s compliance with its data processing obligations under these Conditions and to provide such information and assistance as Deltic may require;
14.2.3 promptly notify Deltic in writing of any notices received by the Supplier relating to the processing of any personal data, including subject access requests, complaints and/or correspondence from any regulatory body and provide such information and assistance as Deltic may reasonably require in relation to such notice;
14.2.4 not transfer personal data to a third party or export personal data outside the EU without Deltic’s prior written consent.
15.1 The Supplier agrees with Deltic that it will not, in connection with any Goods and/or Services to be supplied, commit any offence under sections 1, 2, 6 or 7 of the Bribery Act 2010 or any equivalent offence under laws applicable to the Supplier (“Bribery Offence”).
15.2 The Supplier represents and warrants to Deltic that it has not, prior to the acceptance of an Order, committed any Bribery Offence.
15.3 The Supplier agrees that it will not take or knowingly permit any action to be taken that would cause Deltic to be in violation of any applicable anti-bribery or anti-money laundering laws.
15.4 The Supplier agrees that its books, records and all accounts shall accurately reflect any and all payments in respect of transactions of the Supplier whether under the Contract or otherwise.
15.5 If the Supplier discovers that it has or may have violated any of the provisions in this clause 15, the Supplier shall immediately notify Deltic and cooperate with any investigations by Deltic into such matters.
15.6 Without prejudice to the generality of clauses 15.1 to 15.5 inclusive, the Supplier covenants with Deltic to establish and at all times maintain and implement such anti-bribery policies and procedures as may be required to ensure that it prevents any Bribery Offence taking place on the Supplier’s behalf.
15.7 The Supplier agrees that in addition to Deltic’s termination rights set out elsewhere in the Conditions, Deltic may immediately terminate any Order in the event of a breach of this clause 15 by the Supplier.
16.1 If either party delays enforcing, or fails to enforce, their rights under any Order it shall not affect their rights to do so at a later date.
16.2 A waiver of any right or remedy under any Order or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
17.1 Any notice or other document to be given under these Conditions shall be in writing and shall be deemed to have been duly given if sent by or delivered by (i) first class post; (ii) registered post; or (iii) hand, to a party at its registered office or such other address as a party may from time to time designate by written notice.
17.2 Any notice or other document shall be deemed to have been received by the addressee two business days following the date of despatch of the notice or other document or, if sent by hand, the time at which the notice is left at the proper address.
18.1 The Supplier shall not advertise or make reference to its relationship with Deltic except by means of advertising material first approved in writing by Deltic.
19 THIRD PARTIES
19.1 A person who is not a party to the Contract shall not have any rights under or in connection with it under the Contracts (Right of Third Parties) Act 1999 or otherwise.
20.1 These Conditions shall not be amended, modified, varied or supplemented except as agreed in writing signed by duly authorised representatives of both parties.
21 GOVERNING LAW
21.1 These Conditions shall be governed and construed and have effect in all respects in accordance with the law of England and Wales.
21.2 The courts of England shall have exclusive jurisdiction over any proceedings arising out of or in connection with these Conditions.