Purchasing Terms and Conditions

  1. Definitions:


In this document the following words shall have the following meaning:








  1. General:





  1. Price and Payment:







  1. Warranty:







  1. Delivery:








  1. Title:




  1. Risk:


The goods will be and shall remain the Supplier’s risk until under such time as they are delivered to the Buyer (or at their discretion), and are found to be in accordance with the requirements of this Agreement.  It shall be the duty of the Supplier at all times to maintain a contract of insurance over the goods and, on request from the Buyer, to assign to the Buyer the benefits of such insurance.


  1. Inspection of Goods:






















  1. Supplier’s Obligations:






















  1. Indemnity

The Supplier agrees to indemnify the Buyer against all claims, costs and expenses which the Buyer may incur and which arise, directly or indirectly, from the Supplier’s breach of any of its obligations under this Agreement.

  1. Intellectual Property Rights

All intellectual property rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested , become the absolute property of the Buyer, and the Supplier shall do all that is reasonably necessary to ensure that such rights vest in the Buyer by the execution of appropriate instruments or the making of agreements with third parties.

  1. Force Majeure

The Buyer shall not be liable for the delay or failure to perform any of its obligations under this Agreement if the delay or failure results from events or circumstances beyond its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, flood or industrial disputes, and the Buyer shall be entitled to a reasonable extension of its obligations.

  1. Relationship of Parties

Nothing in this Agreement shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in this Agreement shall be deemed to construe either of the parties as the agent of the other.

  1. Assignment

The Supplier shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without prior written consent of the Buyer.

  1. Severability

If any provision of this agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as it the Agreement had been agreed with invalid or unenforceable provision eliminated.

  1. Waiver

No failure by the Buyer to reinforce any of these Terms and Conditions shall constitute a waiver of its rights hereunder.

  1. Notices

Any notice to be given by either party to the other may be severed by email, fax, personal service or by post to the address of the other party given in the Purchase Order or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless to the contrary is proved to be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

  1. No Third Parties

Nothing in this agreement is intended to, nor shall it confer any rights to third party.

The Supplier must not engage any third party, or factory that has not been approved or audited by the Buyer to perform any part of the process without prior consultation with the Buyer.

  1. Supplier Approval

21.1 The Buyer will assess the Supplier’s quality management system and reserves the right to request evidence of system.

21.2 The Buyer reserves the right to carry out an audit of the Supplier, the plant, facilities, any third parties, processes and quality management systems.

21.3 The Buyer will monitor performance of Supplier in-line with Agreement. Failure to meet Agreement may result in Supplier being removed from approved Supplier list.

  1. Ethical Trading

The Supplier is responsible for maintaining an Ethical Trading policy:

22.1 Where employment is freely chosen and the employee is able to leave their employer after reasonable notice, no forced, bonded or involuntary labour

22.2 Personnel are not discriminated against for religion, sex, age, disability, or race.

22.3 Personnel have safe working conditions safe from hazards. The Supplier must have a robust health and safety policy and provide adequate training, PPE and safe working environment for all Supplier Personnel.

22.4 Child labour shall not be used

22.5 Wages and benefits are paid for a standard working week meet, at a minimum, national legal standards or industry benchmark standards, whichever is higher.

22.6 Supplier Personnel are provided with written and understandable information about their employment conditions.

22.7 Working hours must comply with national law and shall be defined by contract and shall not exceed 48 hours per week excluding overtime. Overtime shall always be compensated.

22.8 Supplier Personnel shall not be physically, sexually or verbally abused or experience other forms of intimidation.

  1. Entire Agreement

This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written.

  1. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.