Standard Terms and Conditions – for the Supply of Goods and Services

1. General

The term ‘Buyer’ shall mean The Elevator Company Limited

The term ‘Provider’ shall mean the person, firm or company to whom the Purchase Order is issued.

1.1        These terms and conditions shall apply to the Purchase Order:

      . Unless the Purchase Order refers to a specific contract in which case that specified contract shall apply in conjunction with these terms and conditions in the order of priority identified.

       .Subject only to any minor changes to these terms and conditions which are set out in the Purchase Order.

1.2        Any purchase by the Buyer is conditional upon acceptance of these terms and conditions by the Provider. If the Provider does not wish to accept these terms and conditions, then the Provider should not accept the Purchase Order, and should inform the Buyer immediately.

2. Health, Safety & Environment

The Supplier shall comply with all current Health, Safety & Environmental legislation relevant to the works as a minimum including but not limited to the Health and Safety at Work etc. Act 1974, the Construction (Design and Management) Regulations 2007 (CDM Regulations) or any remaking thereof or any amendment to a regulation therein.

The Purchaser’s Health & Safety and Environmental Policies are available for inspection at the Purchasers Registered Office and at any of the Purchaser’s Regional or Site offices.

A copy of the Purchaser’s Safety, Health & Environment Procedures & Guidance will be available on site. In the event that the Supplier fails to comply with his obligations under the contract with respect to health & safety and environment requirements then the Purchaser reserves the right (subject to written notice) to deploy resources as necessary to correct such failure or deficiency and the costs of such deployment will be contra charges to the supplier’s account. All deliveries are to be made in accordance with the Purchaser’s minimum delivery, unloading and loading standards.

3. Waste Management

It has been identified that tidy sites are safer sites as the risk of injuries resulting from slips and trips is greatly reduced. Managing waste more effectively can also cut costs and help construction to be sustainable. Where requested, Suppliers are required to:

Manage Waste: Provide Waste Data and Information to The Purchaser for inclusion in the Waste Management Log including tonnes of waste generated; see Waste Data and Information section below;

Ensure that any targets on waste minimization or recycling are met; and

Provide Waste Data and Information: NOTE: In the event that the Supplier fails to supply the necessary waste transfer notes upon completion of all works, and in respect of their suppliers obligations under the contract with respect to health & safety, environment and Quality (HSEQ) requirements, then the purchaser reserves the right to deploy resources as necessary to correct such failure or deficiency and the costs of such deployment will be contra charges to the supplier’s account.

The Supplier shall be required to work with the project team to plan and implement suitable waste management and recovery processes that support the effective implementation of the Waste.

Management Log: Contribute to the development and implementation of the Waste Management Log by providing evidence of collecting waste data from the completed projects, assisting with the waste forecast and agreeing to monitor the actual wastes generated during the project.

4. Assignment and Sub-contracting

4.1        The Provider shall not assign, transfer, sublet or subcontract in whole or in part any of the Purchaser Order without the prior written consent of the Buyer.

5. Corruption and Whistleblowing

5.1        The Provider shall not do anything, or omit to do anything, which may be considered to be an inducement to any employee of the Buyer. Any such inducement shall be deemed to be a breach, which shall be considered incapable of remedy.

6. Intellectual Property

6.1        Intellectual property and other rights in the Goods and/or Services shall vest in the party from whom the Goods and/or Services originate unless the Goods and/or Services are produced for the Buyer as bespoke. If the latter applies such rights shall vest in the Buyer upon their creation and the Provider shall do all such things and execute all such documents as the Buyer may require in order to perfect such vesting. The Provider shall ensure that it includes corresponding provisions in its contracts with its own sub-contractors and providers.

6.2        In the event of any breach of any such intellectual property rights the Provider shall indemnify the Buyer, unless the Buyer is responsible for the breach in question.

6.3        The Provider shall indemnify the Buyer from all and against all costs, claims, proceedings or demands in respect of any infringement of patent, design, trade mark, copyright or other intellectual property rights arising out of the sale or use of any goods supplied under the Purchase Order.

7. Confidentiality

7.1        Subject to legislative requirements, any confidential information supplied by the Buyer to the Provider or vice versa (including the details of the Purchase Order), shall be kept confidential and shall only be used by the Provider for the performance of its obligations under the Purchase Order. Upon request, and in any event upon expiry or termination of the Purchase Order for whatever reason, the Provider shall either, immediately destroy, or at the Buyer’s written request, immediately return to the Buyer, any confidential information provided to it pursuant to the Purchase Order.

8. Price Variation

8.1        The prices in the Purchase Order shall apply (without variation) for both the period and/or stated quantity of the Goods and/or Services, unless specifically otherwise agreed in writing by the Parties.

9. Liability

9.1        Neither party excludes or limits liability to the other for death or personal injury as a result of its negligence.

9.2        The Provider’s liability for breach of confidentiality or infringement of intellectual property rights shall be unlimited unless otherwise agreed in writing by the Parties.

9.3        The liability of either party for direct loss of, or damage to, the tangible property of the other shall be limited to five million pounds per claim unless otherwise stated in the Purchase Order.

9.4        The Provider will ensure that it has insurance in place and shall maintain such insurance throughout the period covered by this contract to cover its liabilities under the Purchase Order, to include professional indemnity insurance for £2,000,000 (where Services are to be provided), public liability insurance for £5,000,000, and employer’s liability insurance (where relevant) for £5,000,000 (unless otherwise agreed in writing between the Parties).

10. Documents

10.1      All advice notes, invoices and packing notes issued by the Provider shall be clearly marked by the Provider with the Provider’s name and address, the Purchase Order number, the item code, date of despatch, a description of the Goods and/or Services, the address of their intended destination and the due delivery date.

11. Quality and Performance

11.1      The Goods and/or Services shall conform to the Specification; be of sound design, materials and workmanship; be fit for the purpose for which they are procured by the Buyer and be capable of the required performance.

11.2      The Goods shall be of satisfactory quality as that expression is defined in the Sale of Goods Act 1994

11.3      Time shall be of the essence and all Services performed or goods delivered under the Purchase Order must be executed by the Provider by the date of delivery specified or any extended date agreed between the parties.

12. Inspection and Testing

Before dispatching the Goods or commencing provision of the Service the Provider shall, if appropriate and if previously agreed by the Parties, allow the Buyer to inspect and test the Goods and/or Services for compliance with the Specification and/or any other provisions of the Purchase Order. If in the Buyer’s reasonable opinion, the Goods and / or Services do not comply with the Specification, the Buyer shall inform the Provider (in writing, unless this is impractical) either, of the Buyer’s intention to reject the Goods, or the remedial steps which must be undertaken by the Provider to ensure compliance with the Specification.

13. Delivery

13.1      All goods must be properly packed to survive transit to destination and to resist pilferage, distortion, corrosion or contamination. All goods should be clearly and legibly labelled and addressed.

13.2      The Provider shall deliver the Goods and/or Services as instructed in the Purchase Order and obtain a receipt for them from an authorised officer of the Buyer. Any requirements as to the manner, quantities or special requirements for delivery, specified in the Purchase Order, shall also be complied with by the Buyer.

13.3      The Buyer will allow the Provider access to its premises as necessary for the delivery of the Goods and/or Services. The Buyer may refuse admission to the Provider’s personnel or require such personnel to leave its premises at any time and shall not be obliged to give the Provider the reason(s) for its decision. The Buyer will not apply the provisions of this clause vexatiously.

13.4      Whilst on the Buyer’s premises, the Provider shall abide by the Buyer’s rules and regulations relating to the premises.

14. Extension of Time, Rescheduling or Cancellation

14.1      If, for any cause beyond the reasonable control of the Provider, delivery of the Goods, or performance of the Services, is delayed, then unless time is of the essence the time for delivery/performance may be rescheduled by the Buyer (acting reasonably). Delay for any other reason shall be at the sole discretion of the Buyer, in which case the Provider shall be responsible for any additional costs.

14.2      Notification of any anticipated or actual delay must be immediately communicated to the Buyer by the Provider specifying the reasons for the delay.

14.3      If in the reasonable opinion of the Buyer it is inappropriate to reschedule delivery of the Goods and/or performance of the Services then the Buyer may cancel the Purchase Order without incurring any liability for such cancellation.

15. Risk and Title

15.1      Risk and title in the Goods and/or Services shall only pass to the Buyer upon acceptance of the Goods and/or Services when delivered to the place and address specified in the Purchase Order, unless otherwise agreed in writing by the Parties.

15.2      The Buyer also reserves the right to take possession of all Goods to which it has title.

16. Damage or Loss in Transit

16.1      Any Goods lost or damaged in transit shall be restored or replaced by the Provider at the Provider’s expense and to the Buyer’s satisfaction.

16.2      Delivery shall not be deemed to have taken place until restoration has taken place to the satisfaction of the Buyer or replacement Goods have been accepted by the Buyer.

16.3      Goods shall be deemed not to have been delivered by the Provider if a receipt from an authorised officer of the Buyer cannot be produced by the Provider.

17. Rejection

17.1      Unless otherwise agreed in writing by the Parties, if, at any time within 3 months from the date of delivery, having regard to the nature of the Goods or Services, the Goods and/or Services fail to comply with the Purchase Order, the Buyer may, by notice to the Provider (which notice shall be confirmed in writing) reject the whole or any part of the Goods and/or Services. The Buyer may then (without prejudice to its other rights and remedies) accept replacement Goods and or re-performed Services from the Provider at the Provider’s expense.

18. Terms of Payment

18.1      The Buyer agrees to pay the Provider either, the total price for the Goods and/or Services which is stated in the Purchase Order (or otherwise agreed in writing between the Parties) within 30 Working days of the date of receipt of a valid and undisputed invoice, which (if the Provider determines that VAT is payable) must comply with the requirements of H.M. Revenue and Customs for VAT purposes.

18.2      All prices and rates which are stated in the Purchase Order are exclusive of VAT (unless otherwise stated in the Purchase Order).

18.3      If the Buyer has informed the Provider that an invoice is disputed by it, the issue will (unless otherwise agreed by the Parties) be referred under the Dispute Resolution Procedure*.

18.4      If requested to do so by the Buyer, the Provider shall accept payment of monies due by electronic funds transfer through BACS Ltd or other electronic payment means, as good discharge of the Buyer’s indebtedness under the Purchase Order.

19. Set Off

19.1      The Buyer shall be entitled to set off against any sums due to the Provider under the Purchase Order any sums which become payable by the Provider to the Buyer in relation to the Purchase Order or any other contract between the Parties.

20. Compliance

20.1      The Provider and its personnel shall at all times comply with all applicable laws, including statutes, regulations and bye-laws of local or other competent authorities.

21. Cancellation

The Buyer shall be entitled to cancel this order at any time by giving written notice to the Supplier. If the Buyer exercises this right of cancellation it shall be bound to pay a reasonable price for any work already completed but shall otherwise be free from liability

22. Dispute Resolution

If any dispute or difference shall arise between the parties in connection with or arising out of the Purchase Order which cannot be settled amicably then either party shall give to the other 14 day’s written notice to the other to such effect and such dispute or difference shall be referred to a single arbitrator agreed between the parties within 14 days of the said notice, or in default of agreement, as may be nominated by the president for the time being of the Chartered Institute of Arbitrators.

23. Entire Agreement

These terms and conditions and the Purchase Order shall (unless expressly agreed otherwise in writing by the Parties) comprise out the entire terms and conditions of the contract in relation to the subject matter of the Purchase Order (subject to clause 1.1) and the Provider’s terms and conditions of contracting are expressly excluded. The Purchaser Order and these terms and conditions shall therefore take priority over any other arrangements, communications (whether verbal or written), or any other documents (including, but not limited to, other purchase orders, or other terms and conditions) except if the Purchase Order is displaced pursuant to an over-riding contract pertaining to the Goods and/or Services either, issued by, or referred to, by the Buyer.

24. Contracts (Rights of Third Parties) Act 1999

The contract between the Parties which is referred to in clause 19.1 does not confer (and is not intended to confer) any rights on any third party, whether pursuant to the Contracts (Rights of Third Parties) Act 1999, or otherwise.

25. No Agency

This contract does not either; create a partnership between the Buyer and the Provider, or make one of the Parties the agent of the other for any purpose.

26. Publicity

The Provider shall not, without the prior written permission of the Buyer, advertise or disclose to any third party that it is providing Goods and/or Services to the Buyer.

27. Governing Law and Jurisdiction

27.1      The contract will be governed by and interpreted in accordance with the Laws of England and Wales.

27.2      Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with the Contract.

28. Changes to the Agreement

The Elevator Company reserves the right to change these terms and conditions for legal or regulatory reasons. We may also need to change these terms and conditions as a result of changes by suppliers or for other technical or commercial reasons, such as changes to our Products and Services. We may also change our Charges or introduce new Charges.