Purchase Terms and Conditions
PURCHASE TERMS AND CONDITIONS
1 Introduction
1.1 This Agreement is made between us, Burges Salmon LLP, and you, the person named in the Schedule below. We agree to
purchase on the terms and conditions set out below the goods and/or services which you will provide and/or perform
(together the "Work") as detailed in the order set out in the Schedule or in any order which we may place with you from
time to time for Work (an "Order"). No variation of or addition to these terms and conditions will form part of this
Agreement unless made or specifically accepted by us in writing. These terms and conditions will override and take the
place of any other terms and conditions contained in any document or other communication used by you. If an Order
includes any special terms and conditions which conflict with any of the terms and conditions set our below, the special
terms and conditions will take precedence.
2 Payment
2.1 The price for the Work as set out in the Order is fixed and exclusive of VAT but inclusive of all other levies, duties, taxes,
charges and expenses (including packaging, carriage and insurance, attendance at meetings and other disbursements). The
price is inclusive of delivery to the location specified in the Order (the "Location") or which may be advised to you from
time to time.
2.2 You will invoice us for the Work at any time after the later of the due date for completion of the supply of the Work and the
actual date of such completion and payment shall be made within 30 days from the end of the month of receipt of invoice.
2.3 Without prejudice to any other right or remedy we may have, we reserve the right to set off any amount owing at any time by
you to us, whether under this Agreement or any other agreement which may exist from time to time between us, against any
amount payable by you to us under this Agreement.
2.4 Interest shall be payable on any amount payable under this Agreement which is not paid by the due date for its payment.
Such interest shall accrue and be calculated on a daily basis at the rate of 2% per annum above the base rate from time to
time of The Royal Bank of Scotland plc.
3 Delivery
3.1 The Work shall be provided in the quantities, by the times and at the Location strictly in accordance with the Order or
otherwise agreed with us and we shall not be obliged to accept any incomplete delivery or any Work in excess of the amounts
ordered. If the Work requires the carrying out of tests or the instalment of goods, after receipt by us, delivery shall not be
deemed to be complete until such tests have been passed or any goods installed to our unconditional satisfaction and you
shall provide us upon request with copies of all test reports and all data discovered as a result of testing.
3.2 Time for provision of the Work shall be of the essence. You shall notify us if any delivery or performance is likely to be
delayed beyond the specified date. Failure by you to notify any likely delay shall entitle us to terminate without liability for
all or part of the contract and/or to compensation for any losses resulting from such failure and delay. If any delay so notified
does or is likely to exceed 30 days, we shall be entitled to terminate without liability on our part for all or part of the contract
and/or (unless the delay is due to Force Majeure) to compensation for any resulting losses.
3.3 In addition to any other right we may have under this Agreement or any other contract between us, we shall be entitled to
postpone the date of delivery for whatever period we think fit upon giving notice in writing to you provided that we pay you
your reasonable additional charges as in the circumstances we shall in our reasonable discretion think fit.
3.4 You must ensure all goods delivered as part of the Work are suitably packaged and we shall not be obliged to return any
packaging materials for any goods whether or not they are accepted by us. However, you shall remove all such packaging
promptly following our request.
3.5 If the Work is delivered or performed in instalments, the Agreement shall be treated as a single contract and not severable.
3.6 You shall liaise with us (and any third parties designated by us) regularly and at our request in connection with the Work.
You shall provide to us access to the Work at all key stages in its development. You shall not depart from the Order for the
Work unless you have obtained our written approval. You shall make all and any amendments to the Work required by us
and unless agreed in writing by us, any such amendments shall not increase the price.
3.7 If an inspection at any time after delivery by us establishes that all or any part of the Work supplied does not comply with all
the requirements of these terms and conditions we may (without limitation) reject the Work supplied return it to you and
require a replacement or rectification, or require reperformance of the Work and in each case recover our loss, costs and
expenses from you.
3.8 If we install any Work supplied to us, you shall supply in advance of delivery a functional description of each part of the
Work, together with sufficient drawings and instructions to allow us to install, operate and maintain the Work including
details of any special environmental controls required to ensure that the Work meets any relevant specification.
3.9 You shall remit a certificate of conformance with any relevant specification confirming conformance with all appropriate
regulatory approvals and health and safety requirements.
4 Variations
4.1 You shall accept any reasonable variation in scope, specification, quantity or delivery in relation to the Work requested by
us. The price shall be adjusted and agreed in writing by us to reflect the variation having regard to the rates and prices used
in the contract or, where these are not relevant, to what is fair and reasonable.
4.2 Neither party shall be bound by any variation to the Order unless and until it is confirmed by an official Order amendment
issued by us.
5 Risk
5.1 The risk in any goods which form all or part of the Work shall pass to us when delivered in accordance with the terms of the
Order provided delivery is acknowledged by an authorised member of our staff.
6 Guarantee
6.1 If within the period after delivery specified in the Order (the "Guarantee Period") we give notice in writing to you of any
defect or failure in the Work then you shall with all possible speed replace or repair the Work so as to remedy the defects
without cost to us. If no Guarantee Period is specified in any Order then the Guarantee Period shall be 12 months.
6.2 We shall use our reasonable endeavours and, as soon as reasonable practicable after discovery of any such defect or failure,
return the defective Work or parts of it to you at your risk and expense unless it has been agreed between us that the necessary
replacement or repair shall be carried out by you on our premises.
7 Intellectual Property
7.1 You hereby assign absolutely by way of present and (to the extent permissible by law) future assignment with full title
guarantee all intellectual property rights which are created by you or on your behalf as part of the Work.. You may use those
intellectual property rights only as properly and reasonably required in connection with the supply of the Work for us.
7.2 You grant us a non-exclusive, worldwide, perpetual, transferable, royalty-free licence (including the ability to grant sublicences)
in respect of all intellectual property rights in the Work and which do not belong to us under clause7.1.
7.3 You shall obtain all releases, waivers and authorisations including of any applicable rights, throughout the world necessary for
us to make full and free use of the Work.
7.4 You shall and shall procure that your agents, employees and sub-contractors shall execute any documents or do anything else
reasonably required by us to vest in and transfer to us (and maintain, defend, enforce) those intellectual property rights referred
to in clause 7.1, to secure the licences referred to in clause 7.2 and to confirm those releases, waivers and authorisations
referred to in clause 7.3.
7.5 You shall not use or permit the use of any of the intellectual property belonging to us (or our licensors), including without
limitation logos or other intellectual property rights which as Crown copyright are administered on our behalf by Her Majesty's
Stationery Office.
7.6 You will indemnify and hold us harmless against any damages (including costs) that may be awarded or agreed to be paid in
respect of any claim or action that any Work supplied by you infringe any intellectual property right of a third party.
8 Hazardous Goods
8.1 If any Work to be supplied under any Order contains any hazardous substances or requires any special precautions to be taken
to ensure safety in handling, transport, storage or use, you shall prior to delivery furnish us with written details of the nature of
those substances and the precautions to be taken and shall ensure that before despatch appropriate instructions and warnings
are clearly and prominently marked or securely attached to any containers into which they are packed.
8.2 In particular (but without limitation) you shall provide to us in writing all such data, instructions and warnings as are required
to comply with applicable legislation relating to health and safety and shall indemnify us against any and all liabilities, claims
and expenses which may arise as a result of your failure to do so.
9 Warranties
9.1 You warrant that all of the Work supplied by you:
(i) will be of satisfactory quality, in full accordance with any specification in the Order or which we may provide you with
from time to time and will be fit for any purpose stated by us prior to or in the Order or held out by you;
(ii) will be free from all defects in design, material and workmanship;
(iii) will correspond with any samples provided;
(iv) will not infringe any intellectual property rights or other rights of any third party anywhere in the world;
(v) any services supplied by you as part of the Work will be performed by appropriately qualified and trained personnel with
all due skill, care and diligence and to such high standards of quality stated in the Order or (if none are so stated) as it is
reasonable for us to expect.
9.2 In performing your obligations under this Agreement you shall (and shall procure that your agents, employees and subcontractors
shall) comply with, and you shall ensure that the Work complies with, all applicable laws, standards, codes of
practice (whether voluntary or mandatory), statutory requirements or other regulations and with such of our standard
procedures as we may issue to you from time to time.
10 Personnel
10.1 You shall be responsible for any income tax, national insurance contributions or other statutory payments in relation to any
and all individuals employed or engaged in the provision of the Work from time to time (the "Employees") and will ensure
that they are deducted and/or paid to the relevant authorities. You shall indemnify us against all demands, claims, actions,
proceedings, damages, payments, losses, costs, expenses or other liabilities (together "Losses") arising out of any claim or
assertion that any Employee is or was an employee, servant or worker of us by reason of being engaged in the Work or arising
out of any act or omission of you or any of your sub-contractors, employees or agents in relation to any Employee.
10.2 At any time during the continuance of this Agreement we may require you to provide to us (or any other person nominated by
us) within 14 days such information as we or our nominee may reasonably require in connection with the employment or
engagement of the Employees. This paragraph 10.2 is without prejudice to clause 10.4 below.
10.3 You will procure that there will be no transfer of employment of any of the Employees to us or any person who provides
services to us (a "Future Service Provider") following the termination of this Agreement or the termination of the provision
of any of the Work by you (directly or indirectly) and on or prior to any such termination you shall ensure that all Employees
are redeployed elsewhere in your or your sub-contractors' business or dismissed at your expense.
10.4 You shall indemnify us (for our benefit and that of any Future Service Provider) and hold us harmless against all Losses
incurred by us and/or any Future Service Provider by virtue of the operation or alleged operation of the Transfer of
Undertakings (Protection of Employment) Regulations 1981 or (when in force) 2005 in connection with the termination of
this Agreement or the provision of any of the Work (including any dismissal or alleged dismissal of any Employee by us or a
Future Service Provider).
11 Indemnity
11.1 You shall indemnify us for:
(i) all loss, liability, damage, cost, claims or expense suffered by us because of any breach of the Order by you, these items
and condition or any representation, warranty or condition (express or implied) given by you;
(ii) any act or omission of you (including your employees, agents and sub-contractors) in supplying the Work; and
(iii) any liability to any third party arising in connection with the Work which we may incur whether by court proceedings or
by a bona fide out-of-court settlement.
11.2 You shall not be liable to us for any damage or injury to the extent that the same is caused by or arises out of our acts or
omissions.
12 Insurance
12.1 You shall maintain with an insurance company of good repute insurance (including product liability and/or professional
indemnity insurance where appropriate) providing cover consistent at least with the best industry practice of suppliers of
work of the type to be supplied by you to us and in an amount of not less than £1,000,000 for any claim or series of related
claims.
13 Termination
13.1 We may terminate all or any part of the Order without any liability immediately by notice to you in the following
circumstances:
(i) if you breach any term of the Order and (where in our reasonable opinion the breach can be remedied without any delay
to the time for supply under Clause 3) fail to remedy the breach by that time for supply or (if earlier) within 7 days of us
so requiring; or
(ii) if you cease to or threaten to cease to carry on business, your financial position is such that either you, your directors,
members or creditors as appropriate take or are entitled to take steps to institute formal insolvency proceedings with
respect to you of a type provided for by the Insolvency Act 1986 (or any similar or analogous legislation, whether under
English law or otherwise), including without limitation administration, liquidation, administrative receivership,
receivership, voluntary arrangement, scheme of arrangement or bankruptcy, or if you are unable to pay your debts within
the meaning of section 123 of the Insolvency Act 1986. ;
(iii) you or any of your employees, agents, or sub-contractors is convicted of an offence under the Prevention of Corruption
Acts 1889 to 1916.
13.2 Clauses 7, 10, 11 and 14, shall survive termination or completion of all or any Order.
13.3 If this Agreement is terminated for any reason all rights granted to you under this Agreement will immediately terminate. Our
rights to use the Work supplied under this Agreement shall survive termination.
14 Confidentiality
14.1 You shall keep confidential and not use except for any of our Orders all confidential information obtained by you in
connection with the Order. You shall inform your employees, agents and sub-contractors of the requirement of
confidentiality and indemnify us against any unauthorised use or disclosure by any of them of such confidential information.
14.2 Confidential information includes information about us or any subsidiary undertakings of ours or regarding the business,
finances or affairs of all of any of them. These confidentiality obligations shall not apply to information in the public domain
at the time of its disclosure or otherwise than as a result of breach of this term.
14.3 We do not grant permission to you to use materials and/or confidential information supplied by us for any purpose other than
the supply of the Work under the Order. You shall not without our prior written consent make any public announcement
regarding your work or relationship with us or exhibit, display or make available to third parties any of the Work.
14.4 Without prejudice to the preceding provisions of this Clause 14 you shall not (and shall ensure that your employees, agents
and sub-contractors shall not) make any statements or responses to public, media or official enquires about the terms of this
Agreement or the Works without prior consultation with us.
14.5 At our request you shall promptly make available for collection by us all materials in your possession or control which are
our property or which are required for the supply of the Work and all material embodying any confidential information
covered by clause 14.2 and where such information is stored in electronic or magnetic form you shall erase the same
promptly following handover to us.
15 Force Majeure
15.1 We shall have no liability to you, or be deemed to be in breach of this Agreement, as a consequence of any of the following
events, where the event is outside our reasonable control:
(a) flood, storm, severe weather conditions or other natural events;
(b) war, terrorist action, hostilities, revolution, riot or civil disorder;
(c) any destruction, breakdown (permanent or temporary) or malfunction of, or damage to any premises, plant, equipment,
materials (including any computer hardware or software or any records) unless by an act or omission of our
employees, agents or sub-contractors;
(d) the introduction of, or any amendment to, a law or regulation, or any change in the interpretation or application by any
authority;
(e) any strike, lockout or other industrial action;
(f) any obstruction of any public or private highway or road or any event which prevents or obstructs access to the
Location;
(g) any breach of contract or default by, or insolvency of, a third party (including an agent or sub-contractor) other than a
company in the Reliance group of companies or an officer or employee of Reliance or of the group company; or
(h) any other event outside our reasonable control, whether similar or not to any of the foregoing.
16 Corruption
16.1 You shall not offer or give, or agree to give, to any employee, agent or representative os us any gift or consideration of any
kind in connection with this Agreement or any other agreement with us, or for showing or refraining from showing favour or
disfavour to any person in relation to this Agreement or any such agreement. Your attention is drawn to the criminal
offences under the Prevention of Corruption acts 1989 to 1916.
16.2 Except to the extent that the same is derived from the price payable under this Agreement you shall not make any profit or
commission from or in connection with the supply of the Work unless otherwise agreed by us in writing.
17 General
17.1 We engage you as an independent contractor. Nothing in this Agreement shall create a partnership or the relationship of
principal and agent or employer and employee.
17.2 If any provision of this Agreement is found by any court or administrative body or competent jurisdiction to be invalid or
unenforceable, the invalidity or unenforceability shall not affect the other provisions of this Agreement and all provisions not
affected by the invalidity or unenforceability shall remain in full force and effect.
17.3 A waiver of our rights shall not operate as a waiver of any subsequent breach. No right, power or remedy conferred upon or
reserved for either party is exclusive of any other right, power or remedy available to that party and the rights, power or
remedy available to that party and the rights, powers and remedies shall be cumulative.
17.4 You shall not transfer this Agreement or any of your rights, liabilities or obligations nor shall you sub-contract any of your
obligations under it, whether in whole or in part, without first obtaining our prior written consent. Such consent, if granted
shall not release you from any of your obligations and liabilities which may exist under this Agreement from time to time.
17.5 All notices which are required to be given under this Agreement shall be in writing and shall be sent to the address of the
recipient set out in this Agreement or such other address as the recipient may designate by notice given in accordance with
the provisions of this clause.
17.6 Notices should be delivered personally or by first class pre-paid letter or facsimile transmission and shall be deemed to have
been served if by hand when delivered, if by first class post 48 hours after posting and if by facsimile transmission when
despatched.
17.7 Headings to clauses are for ease of reference only and shall not affect the interpretation or construction of this agreement.
17.8 For the purposes of Section 1(2) of the Contracts (Rights of third Parties) Act 1999 the parties state that they do not intend
any term of this Agreement to be enforced by third parties.
17.9 Any forecasts of requirements which may be given by us to you will be given in good faith, but are for information purposes
only. In no circumstances should a forecast be considered an Order and any advance manufacture or procurement shall be at
your sole risk.
17.10 This Agreement shall be governed by and construed in accordance with English law and the parties agree to the exclusive
jurisdiction of the English Courts.