1.1 In these Conditions:-
“Contract” means each contract for the sale and purchase of Goods and the supply of Services on these Conditions;
“Goods” means the goods (including any installment, component, part of or raw materials used in such goods) described in an Order;
“Order” means our order for Goods and/or Services;
“Services” means the services (if any) described in an Order.
2.1 Our Order constitutes an offer by us to buy the Goods and/or the Services subject to these Conditions. Any offer and/or acceptance of an Order by you shall be deemed to constitute an agreement to comply with these Conditions.
2.2 These Conditions shall apply to each Contract to the exclusion of any other terms and conditions.
2.3 No variation to an Order or these Conditions shall be binding unless agreed in writing by our authorised representative.
3.1 The quantity, quality and description of the Goods and the Services shall be as specified in our Order and/or in any specification supplied.
3.2 Any specification produced or supplied together with the copyright, design rights and any intellectual property rights shall be our exclusive property.
3.3 Goods made to our specification shall not be manufactured for or supplied to any other party.
3.4 We shall be entitled to inspect and test the Goods during manufacture, processing or storage prior to despatch, without relieving you of your obligations.
3.5 You shall comply with all applicable regulations and legal requirements concerning the manufacture, packaging, labeling, packing and delivery of the Goods and the performance of the Services.
3.6 The Goods shall be marked in accordance with our instructions (if any) and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition.
3.7 All equipment paid for or provided by us shall be and remain our property and must be returned to us in good condition upon request and shall not be copied or used for any purpose other than completion of the Order.
4.1 The price of the Goods and the Services shall be as stated in the Order and, unless otherwise so stated, shall be exclusive of any applicable VAT and inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery.
4.2 No increase in the price may be made for any reason without our prior written consent.
5.1 You shall provide to us suchinformation about the Goods and any components, parts or raw materials used inmanufacturing the Goods as we consider necessary including information relatingto possible risks to health and safety and environment.
6.1 Unless otherwise stated by us, we shall pay the price of the Goods and the Services in cash, by the last day of the month following the month in which the Goods are delivered or Services performed or, if later, after acceptance of the Goods or Services in question.
6.2 Time of payment shall not be of the essence.
6.3 We may set off against the price any sums owed to us by you.
7.1 Delivery shall be deemed to be made on receipt of the Goods and/or Services by us in our normal business hours in accordance with the terms of the Contract.
7.2 Time of delivery of the Goods and of performance of the Services is of the essence. Notwithstanding this, if for any reason we request delivery or performance to be delayed, you shall agree to such request at no extra cost to us and the provisions of this condition 7 shall apply to any such revised date for delivery or performance.
7.3 A delivery note quoting our order number must accompany each delivery.
7.4 Delivery or performance by installments is not accepted by us unless previously agreed in writing. If Goods are to be delivered or Services are to be performed by installments, the Contract will be treated as a single contract and not severable.
8.1 We shall be entitled to reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted them until we have had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect has become apparent.
9.1 Risk of damage to or loss of the Goods shall pass to us on delivery in accordance with the Contract. Unless stated otherwise in the Contract transit and offloading of the Goods shall beat your risk.
9.2 Property in the Goods shall pass to us on delivery, or if earlier, when payment for the Goods is made.
10.1 The Seller shall comply with all applicable regulations (including the General Product Safety Regulations 1994) and other legal requirements concerning the manufacture, packaging, labeling, packing and delivery of the Goods and performance of the Services and concerning hazardous substances.
10.2 The Buyer agrees to comply with all applicable laws, statutes, regulations, and codes relating to the performance of its obligations under this agreement, including, but not limited to, local, national, and international laws in the jurisdictions where the Buyer operates or where this agreement is performed.
10.3 Without limiting the generality of the foregoing, the Buyer shall comply with all relevant laws and regulations relating to: Anti-bribery and anti-corruption (such as the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act), Health and safety, Environmental protection, Employment laws, including anti-discrimination and fair wage laws, Data protection and privacy laws (e.g., GDPR), Taxation, including the Criminal Finances Act 2017, and any other laws specifically referenced in this agreement.
11.1 You warrant to us that you are fully qualified, financed and organised to perform the Contract and that the Goods:-
11.1.1 will be of satisfactory quality and fit for any purpose held out by you or made known to you;
11.1.2 will be free from defects in design, material and workmanship;
11.1.3 will correspond with any relevant specification or sample; and
11.1.4 will comply with all statutory requirements, regulations and EU regulations relating to the manufacture and sale of the Goods, product safety, packaging, labeling and hazardous substances (including the appropriate British Standard or equivalent specification unless otherwise agreed).
11.2 You warrant to us that the Services:-
11.2.1 will be performed by appropriately trained and qualified personnel, with due care and diligence; and
11.2.2 will comply with all statutory requirements, regulations and EU regulations relating to the performance of the Services.
12.1 Each of our rights or remedies is without prejudice to any other right or remedy.
12.2 If Goods are not delivered or Services are not performed on the due date then we shall be entitled to:-
12.2.1 deduct from the price or (if we have paid the price) to claim from you by way of liquidated damages for delay 0.5% of the price for every week’s delay up to a maximum of 10%;
12.2.2 cancel the Order (or any part) without liability and purchase substitute items or services elsewhere and recover from you any loss or additional costs incurred.
12.3 If any Goods or Services are not supplied or performed in accordance with the Contract, then we shall be entitled:-
12.3.1 to require you to repair the Goods or to supply replacement Goods or Services in accordance with the Contract within seven days; or
12.3.2 to repair or replace the Goods ourselves and charge you with the cost of this rectification or replacement; or
12.3.3 whether or not we have previously required you to repair the Goods or to supply replacement Goods or Services, to treat the Contract as discharged by your breach and require the repayment of any part of the price already paid.
12.4 Goods returned to you for rectification shall be forwarded at your risk and expense.
You shall indemnify us in full against all liabilities, losses (whether direct or indirect and including loss of profits and expenses (including legal expenses)) awarded against or incurred by us as a result of or in connection with:-
13.1 breach of any warranty relating to the Goods or the Services;
13.2 any claim that the Goods infringe the intellectual property rights of any person, except to the extent that the claim arises from compliance with our specification;
13.3 any claim made against us in respect of any breach or alleged breach by us of any statutory provision, regulation or other rule of law arising from your acts or omissions or those of your employees, agents or subcontractors;
13.4 any liability under the Consumer Protection Act 1987, the General Product Safety Regulations 1994 and under regulations relating to hazardous substances or under the Environmental Protection Act 1990 in respect of the Goods and/or the Services; and
13.5 any act or omission of you or your employees, agents or sub-contractors in supplying, delivering and installing the Goods and in performing the Services, including any injury, loss or damage to persons caused or contributed to by the negligence of you, your employees, agents or subcontractors or by faulty design, workmanship or materials.
Neither you nor us shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of our respective obligations if the delay or failure was beyond our reasonable control.
Seller will:
15.1 Comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including, but not limited to, the local and national laws in the territories in which it operates; The UK Bribery Act 2010,The US Foreign Corrupt Practices Act 1977 and the UN Convention Against Corruption.
15.2 Comply with the Halma plc. Group Code of Conduct relating to bribery and corruption which may be found on the Halma website (www.halma.com).
15.3 Have in place its own policies and procedures to ensure compliance with this Clause.
15.4 Ensure that all parties with which it is associated or who are providing goods or services in connection with any contract governed by these terms and conditions (including subcontractors, agents, consultants, and other intermediaries) are aware of and comply with the requirements of this Clause.
15.5 Maintain complete and accurate records of all transactions and payments related to any contract governed by these terms and conditions and, on reasonable request, disclose details of those transactions and payments to Buyer.
15.6 On reasonable request, confirm in writing to Buyer that it has complied with the requirements of this Clause and, if so requested, allow Buyer to verify this compliance by way of an audit of its records.
15.7 Immediately inform Buyer if it suspects or becomes aware of any breach of this Clause by one of its employees, subcontractors, agents, consultants or other intermediaries and provide detailed information about the breach.
15.8 Will indemnify, keep indemnified and hold harmless (on a full indemnity basis) Buyer against all costs, expenses and losses that Buyer incurs or suffers as a result of any breach by Seller of any of its obligations under this Clause. This indemnity will not apply to any fine levied on Buyer as a result of Buyer’s criminal liability.
15.9 Will comply with all applicable laws, statutes and regulations, from time to time in force, including the UK’s Modern Slavery Act 2015.
15.10 If Seller breaches this Clause, Buyer shall have the right to terminate any contract governed by these terms and conditions without notice and with immediate effect and will be in no way liable to Seller in respect of such termination for payment of damages or any other form of compensation.
16.1 The Buyer is committed to complying with all applicable laws, regulations, and guidelines concerning taxation, including those relating to the prevention of tax evasion and the facilitation of tax evasion under the UK Criminal Finances Act 2017.
16.2 The Buyer agrees to not engage in any activity, practice, or conduct that could constitute an offense of tax evasion or the facilitation of tax evasion by itself, its employees, or any third parties. The Buyer shall ensure that all reasonable precautions are taken to prevent any form of tax evasion or its facilitation in connection with the services provided under this agreement.
16.3 The Buyer undertakes to conduct appropriate due diligence and reporting procedures to ensure compliance with all applicable tax laws. This includes, but is not limited to, providing transparent and accurate tax documentation and avoiding any transactions that may be viewed as tax evasion or its facilitation.
16.4 In the event that OsecoElfab has reasonable grounds to suspect that the Buyer has engaged in or facilitated tax evasion, OsecoElfab reserves the right to terminate the agreement immediately without any further obligation or liability.
You shall ensure that all spare and/or replacement parts, components and materials for the Goods shall be available from you for 10 years from date of first use by us of the Goods in question, unless you provide us with all drawings, plans, specifications and other technical data as we reasonably believe are necessary to enable us to manufacture such parts or the Goods.
18.1 We shall be entitled to cancel Orders in respect of all or part only of the Goods and/or the Services by giving notice at any time prior to delivery or performance without incurring any liability to you other than to pay for Goods and/or Services already delivered or performed at the time of such notice.
18.2 We shall be entitled to terminate the Contract without liability to you and reserving all rights by giving notice to you at any time if:-
18.2.1 you are in material breach of any of your obligations and that breach cannot be remedied;
18.2.2 you are in material breach of any of your obligations and that breach can be remedied but you fail to do so within 30 days starting on the day after receipt of notice from us;
18.2.3 you commit more than one breach of any of your obligations and the cumulative effect of such breaches is that we reasonably believe that you will continue to deliver a substandard performance over the one month period immediately after the service of notice specified in Condition 16.2.2;
18.2.4 you make any voluntary arrangement with your creditors or become subject to an administration order or go into liquidation or bankruptcy or an encumbrancer takes possession or a receiver is appointed, of any of your property or assets; or
18.2.5 we reasonably believe that any of the events mentioned above is about to occur and we notify you accordingly.
18.3 If delivery is incomplete then we may accept or reject the Goods or Services delivered or performed and cancel or vary the balance of the Order.
All information supplied to you at any time is and remains our property and must be returned on request and shall be regarded as confidential.
20.1 Orders are personal to you and you shall not transfer, assign, charge, dispose of or deal in any manner or purport to do the same with any of your rights or beneficial interests.
20.2 You shall not sub-contract any of your obligations under the Contract.
20.3 Any waiver by us of any breach is not a waiver of any subsequent breach.
20.4 Failure or delay by us in enforcing or partially enforcing any provision of the Contract is not a waiver of any of our rights.
20.5 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the remainder shall not be affected.
20.6 You shall at all times maintain adequate insurance cover with a reputable insurer against your liability under the Contract and produce the policy and latest premium receipt to us on demand.
20.7 The Contract shall be subject to English law and to the exclusive jurisdiction of the English courts.
20.8 The Contract does not create, confer or purport to confer any benefit or right enforceable by any person not a party to it by virtue of the Contracts(Rights of Third Parties) Act 1999.