Standard Purchase Terms and Conditions
These terms and conditions for the purchase of goods and services (the “Terms and Conditions”), which shall apply to all contracts for the purchase of goods by Remarkable Group International Limited a company registered in England and Wales with Company Number 12908761 whose principal place of business is at 36 High Street Ashford, Kent, TN24 8TE (“Customer”) and you, the supplier specified in the applicable purchase order (“Supplier”)
- Definitions: In these Terms and Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Contract: the contract between the Customer and the Supplier for the sale and purchase of the Goods and/or Services, which includes these Terms and Conditions and the Order.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s purchase order which together with these Terms and Conditions forms the Contract.
Services: the services (or any part of them) set out in the Order.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed by the Customer and the Supplier.
- Basis of contract
- These Terms and 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.
- The Order constitutes an offer by the Customer to purchase the Goods and Services in accordance with these Terms and Conditions.
- The Order shall be deemed to be accepted on the earlier of:
- the Supplier issuing a written acceptance of the Order; and
- the Supplier doing any act consistent with fulfilling the Order,
at which point the Contract shall come into existence.
- The goods and services
- The Supplier shall ensure that the Goods and Services shall:
- correspond with their description and any applicable Specification;
- correspond with any proposal, offer or commitment made by the Supplier before Contract and in writing, including by email, unless waived by buyer in writing;
- be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgement;
- where applicable, be free from defects in design, material and workmanship and remain so for 12 months after Delivery; and
- comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
- The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.
- The Supplier shall ensure that the Goods and Services shall:
- Customer Obligations
- The Customer shall provide the Supplier with reasonable access at reasonable times to the Customer’s premises for the purpose of delivering the Goods and providing the Services.
- The Customer shall provide the Supplier with all information, documentation, co-operation and support, which may be reasonably required to carry out the Supplier’s obligations under the Contract.
- Price and payment
- The price of the Goods and Services shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date the Contract came into existence.
- The price of the Goods is exclusive of amounts in respect of value added tax (VAT), but includes the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Customer.
- The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
- The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
- Unless otherwise agreed by the Customer in writing the Customer shall pay correctly rendered and undisputed invoices within forty five (45) days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.
- In the event that the Customer disputes payment of any invoice or any part thereof, the Customer shall notify the Supplier within 30 days of the receipt of such invoice. The Customer shall be entitled to withhold payment of disputed invoices until such time as the dispute is resolved.
- The Customer may, without limiting any other rights or remedies it may have, set off any amount owed to it by the Supplier against any amounts payable by it to the Supplier under the Contract.
- Intellectual Property
- The Supplier acknowledges that all materials, equipment and tools, drawings, Specifications, and data supplied by the Customer to the Supplier (Customer Materials) and all rights in the Customer Materials are and shall remain the exclusive property of the Customer. The Supplier shall keep the Customer Materials in safe custody at its own risk, maintain them in good condition until returned to The Customer, and not dispose or use the same other than in accordance with the Customer’s written instructions or authorisation.
- The Supplier warrants that it is the owner of the intellectual property in any software to be supplied or has a valid licence from the owner of the intellectual property to sell or sub-licence the software in accordance with the Contract.
- The Supplier shall defend at its own expense any claim brought against the Customer alleging that the normal use or possession of the Goods and Services infringes any intellectual property belonging to a third party and the Supplier shall pay all damages awarded or agreed to be paid to any third party in settlement of such an intellectual property claim.
- During the term of the Contract the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance as appropriate to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
- Confidential information
- A party (receiving party) shall keep in strict confidence all technical or commercial know-how, Specifications, inventions, processes or initiatives which are disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products or its services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents or subcontractors who need to know the same for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors shall keep such information confidential.
- Data Protection
- The parties will comply with all applicable requirements of the Data Protection Legislation. This is in addition to, and does not relieve, remove or replace, a Party’s obligations or rights under the Data Protection Legislation.
- Without prejudice to the generality of clause 9.2, the Supplier shall, in relation to any personal data processed under or in connection with the performance by the Supplier of its obligations under the Contract, process that personal data only on the documented written instructions of the Customer which are set out in its Data Processing Agreement.
- The Customer may terminate the Contract in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. The Customer shall pay the Supplier fair and reasonable compensation for work-in-progress at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
- The Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if the Supplier has a receiver appointed, or enters into administration, or passes a resolution for winding up, or enters into any voluntary arrangement with its creditors, or shall cease or threaten to cease to carry on its business, or any substantially similar or analogous event shall take place.
- Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
- On termination of the Contract, the Supplier shall immediately return all Customer Materials. If the Supplier fails to do so, then the Customer may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
- Force majeure
- Neither party shall be liable to the other for any delay or failure in performing its obligations under the Contract to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, and which by its nature could not have been foreseen by such party. Any specified dates or times for performance by the affected party will be postponed automatically for the extent of the delay or prevention. The affected party must use reasonable endeavours to overcome the cause as soon as possible and to mitigate the delay. If any events or circumstances prevent the Supplier from carrying out its obligations under the Contract for a continuous period of more than sixty (60) Business Days, the Customer may terminate this Contract immediately by giving written notice to the Supplier.
- Assignment and subcontracting.
- The Customer may at any time assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract.
- The Supplier may not assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract without the Customer’s prior written consent.
- Assignment and subcontracting.
- Notices. All notices given pursuant to this Agreement must be in writing, sent by registered or recorded mail or courier, addressed to the receiving party’s address stated above, and marked for the attention of “The Directors”. All notices shall be deemed as given on the day of their receipt by the receiving party.
- If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
- If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
- Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
- Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
- Variation. Except as set out in these Terms and Conditions, any variation to the Contract, including the introduction of any additional terms and Terms and Conditions, shall only be binding when agreed in writing and signed by the Customer.
- Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.