CONDITIONS OF PURCHASE

“Conditions” the provisions set out herein.
“Force Majeure” means an event proved to be beyond the Purchaser’s or the Supplier’s reasonable control including without limitation an act of God, fire, flood, explosion, earthquake, any act of Government, war, insurrection or riot but excluding changes in date.
“Intellectual Property” means information and data of all kinds, whether subject to statutory protection or not, including but not limited to inventions, drawings, designs, computer software, technical data packages, test results, manufacturing information, financial or commercial information, know how and trade secrets or other proprietary information.
“Intellectual Property Rights” means patents, patent applications, registered and unregistered designs, copyright, trademarks and other forms of statutory protection conferring rights in Intellectual Property, as well as rights existing or arising in law, equity or under the laws of other jurisdictions in relation to Intellectual Property, including trade secrets and unpublished know how and other rights of a like nature throughout the world.
“Order” means the purchase order, which incorporates these Conditions by reference and any amendment thereto.
“Order Acknowledgement Form” means the form of acknowledgement document issued with the order.
“Parties” means the Purchaser and the Supplier.
“Purchaser” means Claverham Limited.
“Special Conditions” means those conditions headed as such on the Order.
“Specifications” means the Purchaser’s written technical requirement or other agreed means of defining the technical requirements for the Supplier referred to by the Order.
“Supplier” means the person on whom the Order is placed.
“Supplies” means all goods, materials, work or services that are the subject of the Order.

1.2 To the extent that the Conditions may be inconsistent with the Special Conditions the latter shall take precedence.

1.3 Headings are for convenience only and shall not effect the interpretation of the Order or any documents incorporated in the Order.

2. Entire Agreement
The Order contains the complete and entire understanding between the Parties on the subject matter of the Order and supersedes all discussions, proposals, understandings or agreements (oral or written) relating to the subject matter of the Order, provided that nothing in this condition shall exclude any liability for fraudulent misrepresentation.

3. Order

3.1 If the Parties have agreed the Conditions and the Special Conditions and any document referred to therein at the date of the Order, the Order is the Purchaser’s acceptance of the Supplier’s offer and the remainder of this Condition shall not apply.

3.2 If the Parties have not agreed the Conditions and the Special Conditions and any document referred to therein at the date of the Order, the Order shall be the Purchaser’s offer to the Supplier, which shall remain open for fourteen (14) calendar days of the date of the Order, and the Supplier’s acceptance, by either returning the Order Acknowledgement Form or by starting work on the Order, shall only be acceptance within the terms of the Order.

4. Adherence to Order

4.1 The Supplier shall provide the Supplies in all respects and in accordance with the Order.

4.2 The Order number and item number shall be quoted on all documents and packages sent by the Supplier to the Purchaser in respect of the Order.

5. Quality
See front of Order.

6. Advice and Release Certificates

6.1 On delivery of each consignment of the Supplies, the Supplier shall deliver to the Purchaser such documents (which shall include, without limitation, advice notes, certificates of conformity and civil approved certificates) as required by the Order. If the Supplier is not the original manufacturer of the Supplies, it shall also supply with delivery of each consignment of Supplies, copies of the original manufacturer’s certificate of conformity or civil approved certificate together with test figures, heat treatment particulars etc, where applicable.

6.2 One copy of all documents referred to in 6.1 above shall also be sent by first class post to the Purchasing Department of the Purchaser quoting the reference on the Order.

6.3 If the Supplier fails to comply with Conditions 6.1 and 6.2, the Purchaser shall be under no obligation to accept delivery of the relevant consignment.

7. Price

7.1 Where prices have been agreed they shall be set out on the Order, fixed (non-revisable) and exclusive of value add tax and any applicable EU customs duties, but inclusive of all other taxes, imports, and fees. If value add tax is payable it shall be separately identified on the invoice and shall be payable by the Purchaser subject to the receipt of a valid VAT invoice. The delivery term presumed in the Order is DDP Purchaser’s facility (Incoterms 2000) unless otherwise agreed in the Order.

7.2 No additional charge shall be made for packaging, insurance or delivery unless otherwise agreed and set out on the Order and any such charge shall be separately identified on the invoice.

7.3 Where prices are not agreed at the date of the Order but commencement of performance of work on the Order by the Supplier is agreed by the Purchaser, an invoice shall not be submitted before the price has been agreed and incorporated in the Order in accordance with Condition 22.

8. Payment

8.1 On or after delivery of the Supplies, the Supplier shall submit an invoice to the address of the Purchaser stated on the Order for those Supplies.

8.2 The Purchaser shall pay the invoice within sixty (60) days of the end of the month in which the invoice is delivered provided that:-
the invoice quotes correctly the amount of the payment, the correct Order number, the item number, the part and drawing numbers and a description of the Supplies (including without limitation the quantities and weights), and
the Supplies are delivered by the Supplier and accepted by the Purchaser in accordance with Conditions 9 and 10 respectively.

9. Delivery

9.1 Delivery shall be made in accordance with the instructions set out on the Order, and time shall be of the essence in relation to the delivery dates set out on the Order.

9.2 All Supplies must be properly and securely packed.

9.3 If there is any delay in delivery due to causes (other than Force Majeure) which are not attributable to the negligence of the Purchaser, the Purchaser may terminate the Order with immediate effect and the Supplier shall be liable for damages in accordance with Condition 10.2.

9.4 The Supplier shall not be liable for delays in delivery due to Force Majeure provided that the Supplier promptly notifies the Purchaser of any delay or anticipated delay as soon as it is known and resumes performance as soon as possible thereafter. However, if such delay exceeds fourteen (14) days the Purchaser shall be entitled to terminate the Order without incurring any liability whatsoever except in respect of that part of the Supplies already delivered and accepted by the Purchaser prior to such termination.
Title to and risk in the Supplies shall pass to the Purchaser on delivery.

10. Acceptance

10.1 Where acceptance tests are defined in the Order, acceptance of Supplies delivered shall be subject to the completion of the acceptance tests to the satisfaction of the Purchaser. Where no acceptance tests are defined in the Order the Purchaser shall have the right to inspect the Supplies after delivery and acceptance shall take place if the Supplies are satisfactory to the Purchaser on inspection or, if no inspection is made, the Supplies shall be accepted after the Purchaser has taken them into use.

10.2 If the Purchaser is not satisfied that the Supplies are delivered in accordance with the Order the Purchaser may:-
reject the Supplies delivered in whole or in part;
give notice to the Supplier to replace or repair promptly the Supplies delivered at the Supplier’s expense and risk;
require the Supplier to pay all the Purchaser’s expenses, losses incurred and additional costs directly arising from the failure to deliver the Supplies to the satisfaction of the Purchaser; and/or
set off any amounts owed to the Supplier against any amount owed to the Purchaser arising under Condition 10.2(c) above.

11. Warranty

11.1 The Supplier warrants to the Purchaser that the Supplies shall be: (i) merchantable, (ii) new (unless specifically agreed in writing), (iii) free from defects in material and workmanship, (iv) with regard to Supplies designed by the Supplier, free from defects in design, (v) suitable for the particular purpose intended, (vi) in compliance with all applicable specifications, drawings, and performance requirements, and (vii) free from security interests, liens or encumbrances and of good title. This warranty is in addition to any warranties contained in the release document, if any.

11.2 The Supplier agrees to correct defects in or replace any Supplies not conforming to the Supplier’s warranties promptly and without expense to the Purchaser, when notified of such nonconformity by the Purchaser, provided the Purchaser elects to provide the Supplier with the opportunity to do so. Deliveries of corrected or replaced Supplies shall be accomplished promptly and shall be accompanied by written notice specifying that such Supplies are corrected or replaced Supplies. The Purchaser’s remedies under this Clause 11 shall be in addition to any rights and remedies it has at law.

12.5 The Order may be cancelled (in whole or in part) at any time by the Purchaser on written notice to the Supplier stating that the Order is cancelled.
If such notice is given, the Supplier shall comply with any directions regarding the Supplies given by the Purchaser.
The Purchaser and the Supplier shall agree a fair and reasonable price for all work reasonably done and materials reasonably purchased by the Supplier for the purpose of carrying out work on the Order up to the date of termination in satisfaction of all sums due to the Supplier from the Purchaser under this Order.
In order to agree such prices, the Supplier shall submit an account to the Purchaser within three (3) months from the date of cancellation in a form satisfactory to the Purchaser.
The agreed price, together with any sums paid or due to the Supplier under the Order before the effective date of termination shall not exceed the total price of the Supplies under the Order and such payment shall be the Purchaser’s sole liability in respect of cancellation.

12.6 Any termination or cancellation of the Order by the Purchaser for whatever reason shall be without prejudice to any rights or remedies, which may have accrued to the Purchaser prior to termination, or cancellation and the Purchaser shall use its reasonable endeavours to mitigate its loss on any termination.

13 Intellectual Property Rights

13.1 All intellectual property created as a result of the work undertaken by the Supplier or its sub-contractors for the purpose of the Order which has been paid for by the Purchaser shall vest in and be the absolute property of the Purchaser and the Supplier shall do all necessary acts to vest such Intellectual Property in the name of the Purchaser.

13.2 The Supplier warrants that having carried out all reasonable investigations, the Supplies and the intended use of the Supplies by the Purchaser will not infringe any Intellectual Property Rights of a third party existing or pending at the date of the Order.

13.3 The Supplier shall on demand indemnify the Purchaser against all losses, liabilities, actions, claims, damages, injuries, costs and expenses (including legal costs and expenses) of whatever nature which may be suffered by or on behalf of the Purchaser as a result of the infringement or alleged infringement of any third party Intellectual Property Rights arising in connection with the Supplies.

13.4 On request to the Supplier by the Purchaser, the Purchaser shall be given full control of any proceedings or negotiations in connection with any Intellectual Property Rights claims and shall diligently pursue the same unless both parties agree otherwise. The Purchaser shall consult with the Supplier in relation to such actions.

14. Health and Safety

14.1 The Supplier shall familiarise itself with and ensure that its sub-contractors and agents shall familiarise themselves with and comply with the Purchaser’s procedures relating to discipline, fire, health and safety when on the sites of the Purchaser and such other procedures applicable to such other sites as the Order requires.

14.2 The Supplier shall as soon as possible (and no later than on delivery) provide the Purchaser with all instructions drawn up by the Supplier or its sub-contractors from time to time relating to the use and the disposal of the Supplies and in particular draw attention to any dangers, hazards or restrictions associated with the Supplies.

15. Insurance

15.1 If the Supplier’s employees, agents or sub-contractors are present on the sites of the Purchaser or such other sites as the Order requires, the Supplier shall effect legal liability insurance of not less than five million pounds (£5,000,000) per event or series of events in respect of loss of or damage to property of the Purchaser or death or injury to persons resulting from performance of the Order.

15.2 Should the Supplier’s legal liability insurance cover be in excess of five million pounds (£5,000,000) then the Purchaser shall have the full benefit of such policy and the Supplier shall notify its insurers of the Purchaser’s interest on such policy and shall give a copy of such policy to the Purchaser on request.

15.3 The Supplier shall effect and maintain General Third Party Products liability insurance in respect of any Supplies that are to be incorporated into the Purchaser’s products. Such product liability insurance must be commensurate with the exposure potential of the Supplies when incorporated into the final product and shall not be less than the minimum figure advised by the Purchaser from time to time.

15.4 On request by the Purchaser, the Supplier shall provide the Purchaser with a certificate of insurance or such other evidence reasonably satisfactory to the Purchaser that the above insurances are in full force and effect in respect of the Supplier’s obligations under the Order.

16. Confidentiality and Publicity
All information obtained by the Supplier from the Purchaser in connection with this Order which is marked with a restrictive legend or notice or is otherwise identified by the Purchaser as its proprietary information, is received in confidence, and shall be used and disclosed by the Supplier only to the extent necessary for the performance of the Order.

17. Property issued by the Purchaser

17.1 The Supplier shall not acquire any legal or beneficial interest in any property supplied to it by or on behalf of the Purchaser (whether on free issue or loan) for performance of work on the Order.

17.2 Any such property possessed or controlled by the Supplier, shall be held at the Supplier’s risk, stored and booked separately from other property, maintained at the Supplier’s expense in good and serviceable condition clearly marked as Purchaser’s property and only used by the Supplier for the performance of the Order.

17.3 At the request of the Purchaser (which may be made at any time) or on completion of the Order, such property issued to the Supplier shall, unless incorporated in the Supplies, be returned promptly to the Purchaser.

17.4 Upon reasonable written notice being given to the Supplier, the Purchaser shall have the right to enter the Supplier’s premises to recover any of its property.

18. Compliance with Law and Regulations

18.1 The Supplier shall comply with all statutory and other regulations applicable to its business in performing work under the Order.

18.2 The Supplier warrants that it has obtained all necessary export approvals for the provision of the Supplies to the Purchaser. The Supplies may be exported or re-exported by the Purchaser and the Supplier confirms that no restriction exists in respect of US Department of Commerce Export Administration Regulations or any other US or non-US Government Regulations preventing such export or re-export by the Purchaser.

18.3 A person who is not a party to this Order has no right under the Contracts (Right of Third Parties) Act 1999 to enforce any term of this Order but this does not effect any right or remedy of a third party which exists or is available apart from that Act.

19. Notices

19.1 All notices and communications shall be in writing and in the English language and shall be deemed served:-
if sent by fax and copied by letter, on the date of despatch, and
if sent by first class post, forty eight (48) hours from the date of despatch.

19.2 Any notice or other communication sent to the Supplier shall be sufficient if sent to the address notified to the Purchaser for the purpose, or, if not notified, the Supplier’s address on the Order.

19.3 Any notice or other communication sent to the Purchaser shall be sent to the address given for the Purchaser on the Order.

20. Waiver
No exercise, or failure to exercise, or delay in exercising any right, power or remedy vested in any Party under or pursuant to this Order shall constitute a waiver by that Party of that or any other right, power or remedy.

21. Severance
Should any provision of this Order be deemed invalid, illegal or void, then that provision shall be deemed severed from the Order which shall continue in force notwithstanding such severance. The Parties shall nevertheless negotiate in good faith in order to agree the terms of a mutually acceptable and satisfactory alternative provision in place of the severed provision.

22. Amendments

22.1 Amendments to the Order shall only be effective when:-
a document setting out the terms of the amendment is signed by the Purchaser and the Supplier, and
an Order amendment is issued by the Purchaser which incorporates the document described in Condition 22.1(a).

23. Law and Jurisdiction
This Order shall be interpreted in accordance with English Law. In the event that any dispute arises out of this Order any action or claim shall be brought in a court in England and the Supplier hereby irrevocably consents to the personal jurisdiction and venue in said courts. The Supplier may not suspend its performance under the Order. All disputes shall first seek to be resolved through amicable discussions. In the event they are not resolved within a reasonable period of time, the parties shall have the right to pursue the respective remedies in accordance with the terms of this Order.