Terms and Conditions of Purchase

Stelling Properties Group

1. Interpretation

• ‘Buyer’ means any entity within the Stelling Properties Group of companies, including but not limited to Stelling Properties Ltd, Stelling Modular Ltd, WTC Developments Ltd.
• ‘Vendor’ means the person, firm or company to whom the Purchase Order is issued.
• ‘Goods’ includes all goods (and, as the context requires, all services) covered by the Purchase Order.
• ‘Purchase Order’ means the Buyer’s Purchase Order which specifies that these Terms apply to it.
• ‘Contract’ means the contract between the Buyer and the Vendor consisting of the Purchase Order, these Terms, any other documents (or parts of them) specified in the Purchase Order and any other terms and conditions agreed in accordance with Clause 2 below.
• ‘Delivery Date’ means the date on which the Goods are to be delivered as specified on the Purchase Order.
• ‘Premises’ means the address as detailed at the bottom of these Terms, or other address as specified on the Purchase Order.
• ‘Contract Price’ means the unit price of items supplied under the Contract.
• ‘Terms’ means these terms and conditions of purchase.
• ‘Intellectual Property Rights’ means the following in any part of the world:
  • patents, trademarks, registered designs and all applications for registration of them;
  • copyrights or design rights;
  • any moral right;
  • any know how;
  • any trade or business name;
  • any right to bring action for passing off; or
  • any right which is similar or analogous to any of the above.
• References to the neuter include the masculine and feminine and to the singular including the plural and vice versa.
• The headings do not affect the interpretation of these Terms.

2. Terms and Conditions

• All orders by the Buyer are made on these Terms which override and exclude any other terms stipulated, incorporated or referred to by the Vendor, whether in any quotation, any acknowledgement of the Purchase Order or invoice, or in any negotiations or any course of dealing established between the Vendor and the Buyer. All Contracts hereafter made between the Vendor and the Buyer shall be deemed to be made subject to these Terms.
• No modification of these Terms or any other Contract provision shall be effective unless made by an express written agreement between the parties. The signing by the Buyer of any Vendor’s documentation shall not imply any modification of these Terms.
• The Contract shall become binding and these Terms shall be deemed to have been accepted by the Vendor on the acceptance of the Purchase Order by the Vendor (either verbally or in writing) or on delivery of the Goods, whichever is the earlier.

3. Quality

• All Goods manufactured or supplied shall be of the best quality, material and workmanship, without fault and in accordance in all respects with the specifications and drawings referred to in the Purchase Order and the patterns or samples (if any) supplied by the Buyer. Services shall be performed in accordance with all best practice within the relevant industry and with all reasonable skill and care.
• All Goods must be fit and sufficient for the purpose for which such goods are ordinarily used and for any particular purpose made known to the Vendor by the Buyer and the Buyer relies on the skill and judgement of the Vendor in the supply of the Goods and the execution of the Purchase Order.
• The Vendor shall be responsible for any errors or omissions in any drawings, calculations, packing details or other particulars supplied by them, whether such information has been approved by the Buyer or not, provided that such errors or emissions are not due to inaccurate information provided in writing by the Buyer.
• The Buyer reserves the right to visit the Vendor’s premises and carry out an appraisal or audit of the Vendor’s quality systems to verify the Vendor’s ability to confirm or actual conformance to its documented quality programme or the requirements of the latest international standards relating to quality management.
• The Vendor may be required to submit a Risk and Method Statement, quality plan and/or initial sample inspection report for approval by the Buyer.
• Where any government, EU or other regulatory authority prescribes safety or quality regulations with which any Goods supplied must comply, the Vendor shall ensure compliance with such regulations.
• The Vendor warrants that it has all necessary licences and consents to carry out its obligations under the Contract.

4. Delivery

• The date of delivery of the Goods shall be that specified in the Purchase Order or any revisions or amendments later made by the Buyer to the Purchase Order. The time for delivery is of the essence. The Vendor shall provide such programmes of manufacture and delivery as the Buyer may reasonably require and the Vendor shall give notice to the Buyer as soon as practicable if such programmes are or are likely to be delayed. Delivery shall only be deemed to have occurred when Goods have been delivered correctly documented and in good and correct packaging at the address stated in the Purchase Order.
• Any access to the Premises and any labour and equipment that may be provided by the Buyer in connection with delivery shall be provided without acceptance by the Buyer of any liability whatsoever or howsoever arising and the Vendor shall indemnify and keep indemnified the Buyer in respect of any actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which the Buyer may suffer or incur as a result of or in connection with any damage or injury (including death) occurring in the course of delivery or installation to the extent that any such damage or injury is attributable to any act, omission or negligence of the Vendor or any of its sub-contractors.
• Where any access to the Premises is necessary in connection with delivery or installation, the Vendor and its sub-contractors shall at all times comply with the reasonable requirements of the factory manager or other authorised representative.
• All deliveries should be no more than 1 Tonne and unless otherwise specified on a standard pallet 1200x1000mm to enable us to unload and move.
• Without prejudice to the relevant Clause, if such delivery is delayed through any cause beyond the reasonable control of the Vendor and if, immediately such cause arises, the Vendor notifies the Buyer in writing of the cause with reasonably full particulars, the Buyer may, at its sole discretion, grant a reasonable extension of time.
• If delivery is not made on the due date or within an extension of time granted in accordance with the relevant Clause, then the Buyer may cancel the Contract in whole or in part and refuse to accept any subsequent delivery of Goods without prejudice to any other right or remedy which the Buyer may have.
• The Vendor’s failure to effect delivery on the Delivery Date specified shall entitle the Buyer to purchase substitute Goods and to hold the Vendor accountable for any and all loss and/or additional costs incurred as a result of such failure.
• If Goods are delivered before the Delivery Date, the Buyer shall be entitled in its sole discretion to refuse to take delivery or to charge for insurance and storage of the Goods until the Delivery Date.
• Unless otherwise stated in the Purchase Order, the Vendor is responsible for obtaining and the cost of all the export and import licences for the Goods, and in the case of Goods supplied from outside the UK, the Vendor shall ensure that accurate information is provided to the Buyer as to the country of origin and the Vendor shall be liable for additional duties or taxes should the country of origin prove to be different to the one stated.
• All Goods must be delivered to the delivery point specified in the Purchase Order. If Goods are incorrectly delivered, the Vendor is responsible for any additional expense incurred in delivery of them to their correct destination.
• The Vendor shall protect all Goods supplied against the Purchase Order that might deteriorate during transportation or storage. The Vendor shall notify the Buyer of the most appropriate storage conditions for the Goods once supplied.

5. Damage in Transit

• The Vendor shall, free of charge and as quickly as possible, either repair or replace (as the Buyer shall elect in its sole discretion) such of the Goods as may either be damaged in transit or having been placed in transit fail to be delivered to the Buyer provided that:
  • in the case of damage to such Goods in transit the Buyer shall within thirty (30) days of delivery give notice to the Vendor that the Goods have been damaged; or
  • in the case of non-delivery, the Buyer shall (provided that the Buyer has been advised of the despatch of the Goods) within ten (10) days of the notified date of delivery give notice to the Vendor that the Goods have not been delivered.

6. Insurance, Passing of Property and Risk

• The property, title to and risk in the Goods remain with the Vendor until they are delivered in accordance with the relevant Clause, whereupon title to the Goods passes to the Buyer. The Vendor shall maintain adequate insurance for the Goods whilst they remain at its risk.
• The Vendor shall indemnify the Buyer against any costs (including legal costs on a full indemnity basis), charges, damages, interest and claims in relation to:
  • defective workmanship, quality or material;
  • any actual or alleged infringement of Intellectual Property Rights by the use or supply of any Goods (except where the infringement is directly due to the Vendor having followed a design or instruction provided to the Vendor by the Buyer);
  • any and all actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which the Buyer may suffer or incur as a result of or in connection with any breach of Clause 18; or
  • any claim made against the Buyer for any liability, loss damage, injury, cost or expense sustained by the Buyer, the Buyer’s employees, agents or customers or any third party to the extent that this was caused by or arises from the Goods.
• 6.3    The Vendor shall take out and maintain with a reputable insurance company a policy or p  policies of insurance that are normal for contracts of this nature and covering all the matters       which are the subject of indemnities under these Terms.
• 6.4    The Vendor shall at the request of the Buyer produce the relevant policy or policies together          with receipts or other evidence of payment of the latest premium.
• 6.5     The Vendor shall be liable under the provisions of the Contract whether or not it complies with the insurance provisions.
• 6.6     Nothing in these Terms or the Contract shall exclude or limit the liability of either party for death or personal injury caused by its negligence or for fraudulent misrepresentation.

7. Price and Terms of Payment

• The Contract Price is as stated in the Purchase Order or other written agreement by the Buyer and is fixed (and includes the cost of packaging, insurance and the carriage of the Goods).
• Claims for pricing increases must be submitted to the Buyer in writing giving reasonable notice and supported by adequate documentary evidence together with a detailed cost breakdown. No price increase shall apply without the Buyer’s written agreement.
• Unless previously agreed all prices include delivery to the Buyer. Value Added Tax, where applicable, shall be shown separately on all invoices as a strictly net extra charge.
• Unless stated in the Purchase Order or otherwise agreed in writing the Vendor may not submit its invoice for the Goods until delivery has been validly made.
• Unless otherwise stated in the Purchase Order, payment is due within 30 days of receipt of a valid and undisputed invoice by the Buyer. Time of payment is not of the essence.
• Unless otherwise agreed in writing by the Buyer, the Vendor shall render a separate invoice in respect of each consignment of the Goods delivered under the Purchase Order.
• The Vendor shall not withhold supplies for any reason without the Buyer’s written agreement.
• Without prejudice to any other right or remedy, the Buyer may set off any amount owing from the Vendor to the Buyer against any amount payable by the Buyer to the Vendor whether under this Contract or any other Contract between them.
• A valid invoice is one that is:
  • delivered in timing in accordance with the contract;
  • that is for the correct sum;
  • in respect of goods / services supplied or delivered to the required quality (or are expected to be at the required quality);
  • which quote the relevant purchase order / contract reference (where used); and
  • which has been delivered to the nominated address.
• The Buyer shall not be liable for any orders or amendments to orders other than those issued or confirmed on the official Purchase Order and shall not be responsible for the payment of any Goods supplied in excess of those required by the Purchase Order.
• No payment shall constitute any admission by the Buyer as to the proper performance by the Vendor of its obligations under the Contract.

8. Acceptance

• If Goods delivered by the Vendor do not conform in every respect with the Contract (whether because of a different quality or quantity measurement to that required by the Contract or because they are not of satisfactory quality or are unfit for the purpose for which they are required or otherwise) the Buyer shall have the right to reject such Goods within a reasonable time of their delivery and to purchase replacements elsewhere but without prejudice to any other right which the Buyer may have against the Vendor. The making of payment shall not prejudice the Buyer’s right of rejection.  However, rejected Goods must be credited immediately in full and repaired or replacement Goods may be invoiced upon redelivery.  Before exercising the said right to purchase elsewhere, the Buyer shall give the Vendor a reasonable opportunity to replace rejected Goods with Goods which conform to the Contract.
• The Vendor shall ensure that all advice or delivery notes clearly state the Buyer’s:
  • part number;
  • quantity;
  • order number;
  • line number; and
  • part issue number/revision number.
• The Vendor shall ensure that the component packaging is clearly identified with:
  • • part number;
    • goods revision level (If applicable); and
    • quantity per package.
• The Buyer’s representatives shall have the right to progress and inspect all Goods at the Vendor’s works and the works of any permitted sub-contractors at all reasonable times and to reject any Goods that do not comply with the Terms of the Contract. However, any inspection, checking, approval or acceptance given on behalf shall not relieve the Vendor or its sub-contractors from any obligation under the Contract.
• Any Goods rejected or returned by the Buyer pursuant to this Condition 8 shall be returned to the Vendor at the Vendor’s risk and expense.

9. Variations

• The Vendor shall not alter any of the Goods, except as directed in writing by the Buyer, but the Buyer shall have the right, from time to time during the Contract, by notice in writing to direct the Vendor to add or to omit, or otherwise vary, the Goods and the Vendor shall carry out such variations and shall carry out such variations and be bound by the these Terms, so far as applicable, as though the said variations were stated in the Contract.
• Where the Vendor receives any such direction from the Buyer which requires an amendment to the Contract Price, the Vendor shall promptly advise the Buyer in writing to that effect giving the amount of any such amendment and apply the same level of pricing as that contained in the Vendor’s tender or quotation (as the case may be).
• If, in the opinion of the Vendor, any such direction is likely to prevent the Vendor from fulfilling any of its obligations under the Contract, the Vendor shall so notify the Buyer and the Buyer shall decide as soon as possible whether or not the same shall be carried out and confirm its instructions in writing and modify the said obligations to such an extent as may be justified. Until the Buyer confirms its instructions they shall be deemed not to have been given.

10. Ownership of Intellectual Property Rights

• All Intellectual Property Rights created by the Vendor specifically for the purposes of the Contract shall belong to the Buyer and the Vendor assigns absolutely to the Buyer all such Intellectual Property Rights and shall do all such things and execute all such documents as may be reasonably required by the Buyer to ensure that the Intellectual Property Rights are effectively assigned to the Buyer.
• Except to the extent that the Goods are supplied in accordance with designs provided by the Buyer, it shall be a condition of the Purchase Order that none of the Goods will infringe any patent, trade mark, design right (whether registered or not), copyright or any other right in the nature of intellectual property of any third party.
• Any information derived therefrom or otherwise communicated in connection with the Contract shall be regarded by the Vendor as secret and confidential and shall not, without the consent in writing of the Buyer, be published or disclosed to any third party, or made use of by the Vendor except for the purpose of implementing the Contract.

11. Assignment and Sub-Contracting

• The Vendor shall not without the prior written consent of the Buyer assign or transfer the benefit or burden of the Contract.
• No sub-contracting by the Vendor shall in any way relieve the Vendor of any of its responsibilities under the Contract.
• Where the Buyer enters into a sub-contract with a Vendor or contractor for the purpose of performing the Contract, it shall cause a clause to be included in such sub-contract which requires payment to be made to the Vendor or contractor within a specified period not exceeding thirty (30) days from receipt of a valid invoice as defined by the sub-contract terms and conditions.
• The Vendor shall be responsible for all work done and goods supplied by sub-contractors.
• Upon request, copies of all sub-contractor purchase orders and other contractual documentation between the Vendor and its sub-contractors relating to the Contract shall be made available to the Buyer.

12. Free Issue Materials

• Where the Buyer for the purposes of the Contract issues materials free of charge to the Vendor such materials shall be and remain the property of the Buyer. Once in the possession of the Vendor the materials shall be at the Vendor’s own risk.
• The Vendor shall keep them in safe custody and separately identified from its own third-party materials.
• The Vendor shall maintain all such materials in good order and condition subject, in the case of tooling, patterns and the like, to fair wear and tear.
• The Vendor shall use such materials solely in connection with the Contract. Any surplus materials shall be disposed of at the Buyer’s discretion.
• Waste of such materials arising from bad workmanship or negligence of the Vendor shall be made good at the Vendor’s expense, without prejudice to any other of the rights of the Buyer. The Vendor shall deliver up such materials whether further processed or not, to the Buyer on demand.

13. Warranty

• The Vendor shall as soon as reasonably practicable and at the Buyer’s option, repair or replace all Goods which are or become defective during the twelve (12) months from putting into service or eighteen (18) months from delivery, whichever shall be the shorter including without limitation, defects which occur due to the Vendor’s incorrect instructions as to use, incorrect use of data, inadequate or faulty materials or workmanship, any other breach of the Vendor’s obligations, express or implied or any failure to conform with the Contract. Repaired and replacement Goods shall themselves be subject to the foregoing warranty for a period of twelve (12) months from the date of delivery, reinstallation or passing of tests (if any) whichever is appropriate after repair or replacement.  This warranty is given by the Vendor without prejudice to any right or remedy which shall have accrued or shall thereafter accrue to the Buyer.
• The Vendor shall guarantee the Goods for a period of twelve (12) months from installation or eighteen (18) months from delivery, whichever shall be the shorter (subject to any alternative guarantee arrangements agreed in writing between the Buyer and the Vendor). If the Buyer shall, within such guarantee period or within thirty (30) days thereafter, give notice in writing to the Vendor of any defect in any of the Goods that have arisen during the guarantee period under proper and normal use, the Vendor shall (without prejudice to any of the Buyer’s other rights and remedies) as quickly as possible remedy such defects (whether by repair or replacement as the Buyer shall elect in its sole discretion) without cost to the Buyer.
• Nothing contained in these Terms shall in any way detract from the Vendor’s obligations under common law or statute or any express warranty or condition contained in the Purchase Order.

14. Termination

• The Buyer may at any time by notice in writing immediately terminate the Contract in whole or in part without compensation to the Vendor if any of the following events occur:
  • the Vendor commits a breach of any of the Terms of the Contract;
  • if the Vendor being an individual (or, where the Vendor is a firm, any partner of that firm) shall become bankrupt or shall have a receiving order or administration order made against him or shall make any arrangement with or for the benefit of his creditors or shall purport to do so (or suffers anything analogous in his jurisdiction);
  • if the Vendor being a company or other corporate body is insolvent or unable to pay its debts as they fall due or shall pass a resolution for winding-up, or a petition shall be presented to a court either for the appointment of an administrator or for the winding-up of the Vendor, or if a receiver or manager or administrative receiver shall be appointed, or if circumstances shall arise which entitle the court or creditor to appoint a receiver or manager or which entitle the court or creditor to appoint a receiver or manager or which entitle the court to make a winding-up order or appoint an administrator (or suffers anything analogous in its jurisdiction);
  • the Vendor ceases or threatens to cease to carry on its business; or
  • control of more than 50% of the voting rights in the Vendor is transferred.
• The Buyer reserves the right to terminate the Contract at any time by giving Seven days’ notice in writing, in which case the Vendor will immediately stop any production. Goods ready for delivery at the time of cancellation shall be delivered and paid for. Goods in the process of production at the Buyers option may either be completed and delivered and paid for or alternatively reasonable compensation may be paid in respect of the cost of materials and labour involved in production up to the time of termination of the order.
• Any termination of the Contract by the Buyer under this Clause shall not prejudice or affect any right of action or remedy which shall accrue thereafter to the Buyer. Any provisions which are expressly or impliedly intended to be enforceable after termination shall continue to be enforceable.
• In the event of a material breach of the Contract by either party, the non-breaching party may terminate the Contract with immediate effect by notice in writing.

15. Remedies

• Without prejudice to any other rights or remedies which the Buyer may have under the Terms of this Contract or otherwise, if any Goods are not supplied in accordance with, or the Vendor fails to comply with, any of the Terms of this Contract, the Buyer shall be entitled to avail itself of one or more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by the Buyer:
  • to cancel the Contract in whole or in part and to recover any payments made by the Buyer under the Contract; to reject the Goods (in whole or in part) and return them to the Vendor at the risk and cost of the Vendor on the basis that a full refund for the Goods so returned shall be paid forthwith by the Vendor;
  • at the Buyer’s option to give the Vendor the opportunity at the Vendor’s expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the Terms of the Contract are fulfilled;
  • to refuse to accept any further deliveries of the Goods but without any liability to the Vendor;
  • to carry out at the Vendor’s expense any work necessary to make the Goods comply with the Contract, including obtaining the Goods in substitution from another Vendor; or
  • to claim such damages as may have been sustained in consequence of the Vendor’s breaches of the Contract.

16. General

• If any term or provision in the Contract is held to be illegal or unenforceable, in whole or part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of the Contract but the enforceability of the remainder of the Contract shall not be affected.
• The Buyer’s failure to insist upon strict performance of any provision of the Contract shall not be deemed to be a waiver thereof or of any right or remedy for breach of a like or different nature.
• Any waiver by the Buyer of a breach or default by the Vendor will not be deemed a waiver of any subsequent breach or default.

17. Force Majeure

• Where, in spite of its reasonable efforts, the Vendor is unable to perform an obligation due to circumstances beyond its reasonable control, it shall not be deemed to be in breach of the Contract.

18. Governing Law and Jurisdiction

• The Vendor shall in connection with this Contract comply with all applicable laws, statutes, regulation, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act.
• Not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK.
• Comply with the Buyer’s policies on bribery, as updated from time to time, relevant policies are held in the Buyer’s Premises and are available upon request.
• Have its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the relevant requirements and will enforce them where appropriate.
• Promptly report to the Buyer any request or demand for any undue financial or other advantage of any kind received by the Vendor in connection with the performance of this Contract.
• The Vendor shall ensure that any person associated with the Vendor who is performing services or providing goods in connection with this Contract does so only on the basis of a written contract which imposes on and secures from such person’s terms equivalent to those imposed on the Vendor in this Contract. The Vendor shall be responsible for the observance and performance by such persons of the relevant Terms and shall be directly liable to the Buyer for any breach by such persons of any of the relevant Terms.
• In any event, the Vendor will comply with the duties imposed on it by the Health & Safety at Work etc Act 1974 or any amendment thereto and of all other statutory provisions, rules and regulations so far as they are applicable.
• This Contract shall be governed by and construed in accordance with English law and the parties submit to the non-exclusive jurisdiction of the English courts.