Hall & Woodhouse Limited’s Standard Terms and Conditions of Purchase

The Supplier should please note the indemnities and warranties in Term 7

1. INTERPRETATION

In these Terms:

1.1 “Business Day” means a day on which UK clearing banks are normally open for business in London;

1.2 “Buyer” means Hall & Woodhouse Limited with Company Number 57696 and whose registered office is at The Brewery, Blandford St Mary, DT11 9LS;

1.3 “Contract” means the contract between the Buyer and the Supplier for the sale and purchase of the Works, which incorporates these Terms and any Special Terms;

1.4 “Delivery Address” means the address for delivery of the Works as stated in the Contract, or if not stated in the Contract, as specified by the Buyer;

1.5 “Goods” means the goods (if any) described in the Contract;

1.6 “Order” means an order placed by the Buyer for the Works;

1.7 “Price” means the price of the Goods and/or Services;

1.8 “Services” means the services (if any) described in a Contract;

1.9 “Special Terms” means any special terms agreed in Writing between the Buyer and the Supplier forming part of the Contract to which these Terms apply;

1.10 “Specification” includes, but is not limited to, any plans, drawings, data or other information relating to the Works that may be provided by the Buyer to the Supplier or specifically produced by the Supplier for the Buyer as part of the Contract;

1.11 “Supplier” means the individual, firm or company selling the Works;

1.12 “Terms” means these standard terms and conditions of purchase;

1.13 “Works” means the Goods and/or the Services (as appropriate);

1.14 “VAT” means value added tax chargeable under English law for the time being; and

1.15 “Writing” and any similar expression, includes, but is not limited to, facsimile transmission, electronic mail and comparable means of communication (unless expressly stated otherwise).

2. BASIS OF PURCHASE

2.1 Any Order constitutes an offer by the Buyer to purchase the Works subject to these Terms and any Special Terms.

2.2 These Terms and any Special Terms shall apply to the Contract to the exclusion of any other terms and conditions, including, but not limited to, any terms and conditions on which any quotation has been given to the Buyer or subject to which an Order is accepted or purported to be accepted by the Supplier.

2.3 The Supplier will be deemed to have accepted these Terms and any Special Terms if the Supplier supplies any Works to the Buyer or otherwise acts in accordance with an Order

2.4 No variation to the Contract shall be binding unless agreed in Writing between an authorised representative of each of the Buyer and the Supplier.

3. SPECIFICATIONS, INSPECTIONS AND TESTING

3.1 The quantity, quality and description of the Works shall, subject as provided in these Terms and any Special Terms, be as specified in any Order or otherwise agreed in Writing between the Buyer and the Supplier at formation of the Contract.

3.2 Any Specification, together with the intellectual property rights in any Specification, shall be the exclusive property of the Buyer. The Supplier assigns with full title guarantee to the Buyer all intellectual property rights that it may hold in any Specification for no further consideration.

3.3 The Supplier will give the Buyer any information reasonably requested by the Buyer which relates to the Goods, the Services, or the Contract, other than confidential financial information.

3.4 The Supplier shall not unreasonably refuse any request by the Buyer to inspect and/or test the Works and the Supplier shall provide the Buyer with all facilities reasonably required for inspection and testing.

3.5 If as a result of inspection and/or testing the Buyer is not satisfied that the Works will comply in all respects with the Contract and the Buyer so informs the Supplier within 7 days of inspection and/or testing, the Supplier shall take such steps as are necessary to ensure compliance.

4. PRICE AND PAYMENT

4.1 The Price of the Works shall be stated in the Order or otherwise in Writing between the Buyer and the Supplier at formation of the Contract and unless otherwise stated shall:

4.1.1 exclude any applicable VAT (which shall be payable by the Buyer subject to receipt of a valid VAT invoice); and

4.1.2 include all charges for packaging, packing, shipping, carriage, insurance, delivery and any duties, taxes or levies (other than VAT).

4.2 The Supplier may invoice the Buyer on or at any time after delivery of the Works and each invoice shall quote the number of any applicable Order.

4.3 Where the Works are Services, the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Buyer shall approve. The Supplier shall allow the Buyer to inspect such records at all reasonable times.

4.4 Unless otherwise stated in the Contract, the Buyer shall pay the Price 7 days after the last day of the month following the month (i) of receipt by the Buyer of a proper invoice or, if later, (ii) after acceptance of the Works in question by the Buyer, but time for payment shall not be of the essence of the Contract.

4.5 The Buyer is entitled to set off against the Price any sums owed to the Buyer by the Supplier.

4.6 All payments by the Buyer are without prejudice to the Buyer’s rights if the Works prove unsatisfactory. 

5. DELIVERY

5.1 The Works shall be delivered at/to the Delivery Address on the date stated in the Contract during the Buyer’s usual business hours.  Unless otherwise agreed in Writing, the Buyer shall not be obliged to accept delivery of the Works otherwise than on the due delivery date.

5.2 Where the date of delivery of the Works is to be specified after the placing of an Order or after formation of the Contract then the Supplier shall give the Buyer reasonable notice of the specified details.

5.3 The time of delivery of the Works is of the essence of the Contract.

5.4 A packing note quoting the number of the Order and the part number of any Goods must accompany each delivery or consignment of any Goods and must be displayed prominently.  If the Supplier does not comply with this Term 5.4 then the Buyer may reject the Goods.

5.5 If the Works are to be delivered by instalments the Contract will be treated as a single contract and shall not be severable.

5.6 The Buyer shall be entitled to reject any Works which are not in accordance with the Contract and shall not be deemed to have accepted any Works until the Buyer has had a reasonable time to inspect and/or test them following delivery or, if later, within a reasonable time after any latent defect in the Works has become apparent.

5.7 If the Supplier requires the Buyer to return any packaging material of any Goods to the Supplier then that fact must be clearly stated on the packing note accompanying delivery of the relevant Goods to the Buyer.  Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.

6. RISK AND PROPERTY

6.1 Risk of damage to or loss of the Goods (if any) shall pass to the Buyer upon delivery to the Buyer in accordance with the Contract.

6.2 The property in the Goods shall pass to the Buyer upon delivery unless payment for the Goods is made prior to delivery in which case it shall pass to the Buyer once payment has been made.

7. WARRANTIES AND LIABILITY

7.1 The Buyer is relying on the Supplier’s skill and judgement in relation to the Works and the Supplier warrants to the Buyer that:

7.1.1 the Works shall be of the best available quality and fit for any purpose held out by the Supplier or made known to the Supplier in Writing at or prior to the time the Contract is formed;

7.1.2 the Works shall be free from defects in design, material and workmanship;

7.1.3 the Works shall be performed with all reasonable skill and care and in accordance with best industry practice and standards;

7.1.4 the Works shall correspond with any relevant Specification and/or sample;

7.1.5 the Works shall comply with all statutory requirements and applicable regulations/codes of practice that may be in force in the United Kingdom or such other territories in which the Buyer has informed the Supplier that the Works will be supplied;

7.1.6 where the Works are Goods that are (i) foodstuffs and/or (ii) raw materials used to make food or drink, such Goods do not contain any material from genetically modified sources;

7.1.7 it shall notify the Buyer as soon as it becomes aware of any health and safety hazards or issues which arise in relation to the Works; and

7.1.8 before the date on which it is due to deliver the Works it shall obtain, and at all times thereafter maintain, all necessary licences and consents.

7.2 Without prejudice to the generality of Term 7.1.5, the Supplier warrants to the Buyer that the Supplier will at all times comply with the Bribery Act 2010, and that the Supplier is not aware of any past breaches of this Act by it, or its employees, agents or contractors.

7.3 The Supplier will, on request, provide the Buyer with full details of:

7.3.1 any actual or potential breaches of any breach of warranty given by the Supplier under these Terms; and

7.3.2 how the Supplier complies with the Bribery Act 2010.

7.4 The Buyer’s rights under these Terms and any Special Terms are in addition to the statutory terms implied in favour of the Buyer by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982 and any other statute (as applicable).

7.5 Without limiting any other remedy, if any Works are not supplied in accordance with the Contract then the Buyer shall be entitled:

7.5.1 to require the Supplier to repair the Works or to supply replacement Works in accordance with the Contract within a reasonable period; or

7.5.2 to treat the Contract as discharged by the Supplier’s breach and require the repayment of any part of the Price which has been paid.

7.6 The Supplier shall indemnify the Buyer in full against all liability, loss, damages, costs and expenses awarded against or incurred by the Buyer as a result of:

7.6.1 breach of any warranty given by the Supplier in relation to the Works;

7.6.2 any claim that the Works infringe the intellectual property rights of any other person except to the extent that the claim arises from compliance with any Specification supplied by the Buyer;

7.6.3 any liability under the Consumer Protection Act 1987 in respect of the Works;

7.6.4 any act or omission of the Supplier or its employees, agents or sub-contractors in supplying, delivering and/or installing the Works; 

7.6.5 any loss or damage to the Buyer’s property whilst the same is in the Supplier’s control or custody; and

7.6.6 any employees transferring to the Buyer under the provisions of the Transfer of Undertakings (Protection of Employment) Regulations 2006 arising out of the Contract or its termination.

7.7 Subject to Term 8.2.8, neither the Supplier nor the Buyer shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of their respective obligations under the Contract, if the delay or failure is beyond that party’s reasonable control, but the Supplier shall not be excused by any delay or failure caused by (i) any industrial dispute relating to the Supplier; (ii) the Supplier’s personnel; or (iii) any other failure in the Supplier’s supply chain.

7.8 Subject to Term 7.10, the Buyer shall not be liable to the Supplier in contract, tort (including but not limited to negligence) or otherwise for any:

• loss of profit, bargain, business, contracts, revenue or anticipated savings;
• damage to the Supplier’s reputation or goodwill;
• product recall costs; or
• any other special, indirect or consequential loss or damage.

which arise directly or indirectly out of or in connection with the Contract.

7.9 During the term of the Contract and for a period of 1 year thereafter, the Supplier shall maintain in force, with a reputable insurance company, sufficient insurance to cover all of its potential liabilities in connection with the Contract and shall, on the Buyer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium.

7.10 For the avoidance of doubt, nothing in the Contract excludes or limits the liability of the Buyer or the Supplier for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation or with regards to section 2(3) of the Consumer Protection Act 1987.

8. TERMINATION

8.1 The Buyer may cancel the Order in respect of all or part of the Works by giving notice to the Supplier at any time prior to delivery or performance, in which event (and subject to Term 8.2) the Buyer’s sole liability shall be to pay to the Supplier the Price for the Works in respect of which the Buyer has exercised its right of cancellation less the Supplier’s net saving of cost arising from cancellation.

8.2 The Buyer may terminate the Contract by giving notice to the Supplier at any time if:

8.2.1 the Supplier is in breach of any term of the Contract which is capable of being remedied and has failed to remedy such breach within 7 days of receipt of notice from the Buyer specifying the breach; 

8.2.2 the Supplier is in breach of any term of the Contract which is not capable of being remedied (including failure to provide the Works on the due date);

8.2.3 there is a material change in the ownership or control of the Supplier; 

8.2.4 the Supplier suspends or threatens to suspend payment of its debts or is, or is deemed for the purposes of any applicable law to be, unable to pay its debts as they fall due;

8.2.5 the Supplier becomes the subject of any insolvency legislation in any jurisdiction;

8.2.6 the Supplier ceases or threatens to cease to carry on business; 

8.2.7 the Buyer reasonably apprehends that any of the events mentioned above is about to occur and notifies the Supplier accordingly; or

8.2.8 any delay or failure referred to in Term 7.7 continues unabated for at least 14 days.

8.3 On termination of the Contract (howsoever arising), the Supplier shall:

8.3.1 return to the Buyer (including all copies) (a) any data, software, assets, equipment or other property belonging to the Buyer; and (b) all materials created by the Supplier under the Contract, the intellectual property rights in which are owned by the Buyer; and which are in the Supplier’s possession or control;

8.3.2 repay to the Buyer any amount which it may have been paid in advance in respect of Works not provided or procured by the Supplier as at date of termination; and

8.3.3 provide access, during normal working hours, to the Buyer and/or any replacement supplier for up to 12 months after the date of termination to such information relating to the Works as remains in the possession or control of the Supplier.

8.4 The termination of the Contract (howsoever arising) will be without prejudice to any rights and remedies, which may have accrued to either party.

8.5 Any Term or Special Term which expressly or impliedly has effect after termination will continue to be enforceable notwithstanding termination.

8.6 On termination of the Contract (howsoever arising), the following Terms shall survive and continue in full force and effect: Term 3.2; Term 7; Term 8; Term 9; and Term 11.5.

9. CONFIDENTIALITY

Any information which the Buyer discloses to the Supplier that is not in the public domain at the time of disclosure shall be confidential and the Supplier shall not disclose it to any third party.

10. NOTICES

A notice required or permitted under the Contract shall be in Writing and sent to the registered office of the party to which it is addressed (or such other address as the receiving party may notify the other party about from time to time in accordance with this Term 10). In the absence of proof of earlier receipt, such notice shall be deemed to be duly given as follows: (i) if delivered personally, on delivery; (ii) if sent by first class inland post, recorded or special delivery, the second Business Day after and excluding the date of posting; and (iii) if sent by airmail, the third Business Day after and excluding the date of posting. Notices may not be validly served by email or fax.

11 GENERAL

11.1 Any indulgence granted by the Buyer to the Supplier and any failure by the Buyer to insist upon strict performance of the Contract shall not be deemed a waiver of any of the Buyer’s rights or remedies nor be deemed a waiver of any subsequent default by the Buyer.

11.2 The invalidity, unenforceability or unreasonableness in whole or in part of any provision of the Contract shall not affect the validity of the remainder of such provisions including these Terms.

11.3 The Supplier cannot assign the Contract without the Buyer’s written consent. The Buyer may without consent assign or sub-contract all or any of its rights or obligations under the Contract.

11.4 The parties to the Contract do not intend that any terms of the Contract will be enforceable by any person that is not a party to it.

11.5 The interpretation and application of Contract shall be in accordance with English Law and both parties hereby agree to submit to the exclusive jurisdiction of the English Courts.

11.6 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between them relating to its subject matter.  Each party acknowledges that, in entering into the Contract, it has not relied on any representation or warranty other than as expressly set out in these Terms and any Special Terms.

11.7 In agreeing to the terms of the Contract, and in particular to the warranties and indemnities given by the Supplier in Term 7, the Supplier acknowledges that it has had the option to take out insurance to cover its obligations and liabilities.

11.8 In these Terms, references to any specific Act of Parliament, Regulations of other legislation incudes any any re-enactment or modification of such Act, Regulations or legislation from time to time.

11.9 No variation to these Terms shall be binding unless agreed in writing by both the Buyer and the Supplier.