Terms and Conditions

CUSTOMER'S TERMS AND CONDITIONS

1.	GENERAL DEFINITIONS

1.1	In this Contract the following words and expressions shall, except where the context otherwise requires, be deemed to have the following meanings:

	"Completion Date"	has the meaning given in clause 4.5 (Completion and Delay);
	"Conditions"	means these contract terms and conditions for the purchase of those goods and services as specified in the Order;
	"Contract"	means the contract for supply of the Goods and/or Services to the Customer incorporating the Order, any information/documents stated in the Order, and these Conditions;
	"Customer"	means the company identified as such in the Order;
	"Delivery Date"	has the meaning given in clause 3.3 (Delivery and Delay);
	"Goods"	means those goods to be delivered to the Customer as described in the Order;
	"Order"	means the purchase order to which these Conditions relate;
	"Delivery Address"	means the place identified as such on the face of the Order;
	"Price"	means the total price specified in the Order or such other sum as shall become payable in accordance with this Contract;
	"Rectification Period"	means any such period after delivery of the Goods and/or Services, specified in the Order or agreed by the parties;
	"Services"	means those services to be supplied to the Customer as described in the Order;
	"Statutory Requirements"	means all laws (including any guidance issued under statutory authority and all applicable European Community regulations, directions and other legislation), statutes, treaties, ordinances, judgments, decrees, injunctions, writs, orders, codes of practice, rules, regulations, permissions and interpretations of any court, arbitrator, governmental body, agency or authority applicable to the Goods and/or Services and all planning permissions, consents, licences, permissions and approvals whether of a public or private nature which shall be necessary for the supplying of the Goods and/or the carrying out of the Services;
	"Vendor"	means the vendor organisation identified as such in the Order; and
	"Variation"	has the meaning given in clause 6.2 (Variations).

1.2	In this Contract:
	1.2.1	except where the context otherwise requires, any reference to a clause is to a clause in this Contract;
	1.2.2	the headings are for convenience only and shall not affect the interpretation of this Contract;
	1.2.3	references to any statute or statutory instrument shall include any statutory amendment or re-enactment thereof from time to time and for the time being in force;
	1.2.4	the singular includes the plural and vice versa; the feminine includes the masculine and vice versa; the neuter includes the feminine or the masculine and vice versa; and words denoting natural persons shall include corporations and firms;
	1.2.5	except where the context otherwise requires, references to any other documents or their provisions shall be construed, at any particular time, as reference to such documents or provisions as they may have been amended, varied or supplemented or novated at that time; and
	1.2.6	references to "include" and "including" shall mean without limitation.

2.	EFFECT OF THESE CONDITIONS

2.1	The Customer appoints the Vendor to supply the Goods and/or carry out the Services and the Vendor agrees to supply and/or carry out the Services and the Vendor agrees to supply and/or carry out the same in accordance with this Contract.
2.2	Any terms and conditions submitted by the Vendor or contained in any purchase order any invoice or any other document submitted by the Vendor, and/or any qualifications submitted by the Vendor in its tender, do not form part of this Contract (except to the extent expressly agreed by the parties).
2.3	If the Vendor has not previously agreed to the terms hereof, delivery of the Goods and/or commencement of the Services by the Vendor as required by the Order shall be treated as agreement by the Vendor to the terms of this Contract.

3.	SUPPLY OF GOODS

	Performance
3.1	All Goods supplied to the Customer by the Vendor must:
	3.1.1	conform with any particulars detailed in the Order;
	3.1.2	be of good commercial quality, comprise only new materials (unless otherwise agreed by the parties) and be fit for the purposes for which the Customer requires the same;
	3.1.3	comply with the Statutory Requirements and all applicable standards; and
	3.1.4	be to the Customer's reasonable satisfaction.

3.2	Where any of the Goods require a manufacturer or Vendor guarantee or warranty the Vendor shall ensure the issue of the guarantee or warranty and shall be responsible for obtaining and providing to the Customer (or such other person as the Customer nominates) all guarantee or warranty documentation.

	Delivery and Delay
3.3	All Goods shall be delivered in accordance with all details specified in the Order. All Goods shall be delivered to the Delivery Address by:
	3.3.1	any date specified in the Order;
	3.3.2	if no date is specified such reasonable delivery date communicated by the Customer to the Vendor; or
	3.3.3	if no date is specified in the Order or communicated to the Vendor, within a reasonable period (the "Delivery Date").
	The parties acknowledge that time is of the essence. Delivery shall not be effective unless the Goods have been inspected by the Customer (or its representatives) at the Delivery Address.
3.4	The Vendor shall immediately notify the Customer as soon as becoming aware of any event which may prevent or delay the delivery of the Goods .
3.5	If the Vendor fails to the deliver the Goods by the Delivery Date, the Seller shall pay or allow to the Customer general damages for the period between the Delivery Date and the date the Goods are actually delivered to the Delivery Address. The Customer may deduct any such amount from any monies due or to become due to the Vendor under this Contract or may recover the same as a debt.
3.6	The Customer shall be entitled without further charge to defer delivery for any reason. If the Customer instructs the Vendor to delay delivery, the Vendor shall store the Goods at its premises or in a secure warehouse at the Vendor's cost and risk. The Vendor shall promptly arrange for delivery when requested by the Customer.

	Rejection and Warranty
3.7	The Customer may reject any Goods which are not in accordance with this Contract. The Customer may cancel the Contract with respect of such rejected Goods or, at its option, require the Vendor to immediately replace any rejected Goods to the Customer's satisfaction.
3.8	The Vendor shall promptly, at the Customer's request, replace or repair (to the Customer's satisfaction) all Goods in which any defect appears during the Rectification Period. Any replacement or repair work shall be guaranteed for an additional period equal to the Rectification Period.
3.9	The Customer shall be entitled to recover all its losses, including any indirect or consequential losses whatsoever, resulting from the Customer cancelling the Contract, rejecting the Goods, or replacing or repairing the goods, in accordance with clauses 3.7 – 3.8.
	Risk and Passage of Title
3.10	Title in the Goods shall pass to the Customer upon delivery at the Delivery Address or upon full payment being made for the Goods, whichever is the earlier. Should title pass to the Customer before delivery, the Vendor shall clearly mark all Goods to which ownership has passed to the Customer as the Customer's property and shall store them separate from the Vendor's property pending delivery.
3.11	The Vendor shall be responsible for transport and unloading costs incidental to the Contract and for all risks of damage or loss prior to completion of delivery.
	Packaging
3.12	All packages shall be marked in accordance with any requirements of the Customer and shall, unless otherwise agreed, be in English.
3.13	The Vendor shall, prior to delivery, notify the Customer of Goods which are perishable or have limited life expectancy and of any circumstances likely to affect the quality of Goods and shall issue appropriate instructions as to storage, handling and use of Goods.
3.14	Any Goods which are hazardous or may otherwise endanger life or health shall be clearly identified (including external packaging) and the Vendor shall supply warning labels and instructional material appropriate to warn persons of the hazards and its effects.
3.15	The Vendor shall ensure that all Goods are adequately packaged so as to avoid any damage, loss or corrosion in transit. A detailed consignment note will accompany every delivery of the Goods. Reasonable advance notice of every delivery shall be given in writing by the Vendor to the Customer.
3.16	The Vendor shall indemnify and keep indemnified the Customer against all losses (including, but without limitation, complete or partial loss of goods or, loss of profit and of any Contract) arising out of errors in or omissions from or failure to comply with clauses 3.12 to 3.15 above.
3.17	Any packaging or containers (including without limitation packing cases, carboys, cylinders, pallets, boxes, tins, drums and wrappings) supplied by the Vendor under this Contract ("Packaging") shall (unless otherwise specified in the Order and/or otherwise requested by the Customer) be non-returnable and included in the Price.
3.18	The Vendor shall, if specified in the Order or otherwise requested by the Customer, accept the return of any Packaging and shall clearly mark any such returnable Packaging with the Vendor's name and return address and shall be responsible for the costs of return. Risk in such returnable Packaging shall at all times remain with the Vendor.
3.19	Any and all Packaging shall conform with the requirements of the Customer’s environmental policy from time to time, a copy of which the Customer shall provide to the Vendor upon request.

4.	SUPPLY OF SERVICES

	Performance
4.1	The Vendor shall carry out and complete the Services:
	4.1.1	in accordance with all particulars detailed in the Order and with any service level, specification and programme comprised in the Contract or, to the extent not so specified, with due care and diligence and to such standard and within such time as the Customer shall reasonably request;
	4.1.2	regularly and diligently and in a proper and workmanlike manner;
	4.1.3	where the Vendor is responsible for selecting materials and goods, so that they are fit for the purposes set out in or reasonable inferred from the Contract;
	4.1.4	in accordance with the Statutory Requirements and all applicable standards; and
	4.1.5	to the Customer's reasonable satisfaction.

4.2	The Services shall be performed by appropriately skilled and qualified personnel. Where individual staff are named in a team for the delivery of the Services and such details are supplied to the Customer prior to or during the performance of this Contract, every reasonable effort shall be made by the Vendor to ensure those staff are used. If changes in the Vendor's named staff are necessary the Vendor shall give reasonable notice of the changes and provide the Customer with details of the replacement staff.
4.3	All personnel provided by the Vendor for carrying out the Order shall at all times be deemed to be in the employment of the Vendor, and shall comply in all respects with site rules applicable to the Customer's premises.
	Completion and Delay
4.4	The Vendor shall commence the Services:
	4.4.1	on any date specified in the Order;
	4.4.2	if no date is specified in the Order within such reasonable date communicated by the Customer to the Vendor; and
	4.4.3	if no date is specified in the Order or the Customer does not communicate a date to commence the Services, within a reasonable period following the date of the Order.

4.5	The Vendor shall carry out and complete the Services by:
	4.5.1	any date(s) specified in the Order;
	4.5.2	if no date(s) are specified such reasonable date(s) communicated by the Customer to the Vendor; or
	4.5.3	if no date (s) are specified in the Order or communicated to the Vendor, within a reasonable period (the "Completion Date").
	The parties acknowledge that time of commencement of the Services and time of completion of Services is of the essence of this Contract.
4.6	The Vendor shall promptly notify the Customer as soon as practicable after becoming aware of any event which may prevent or delay completion of the Services by the Completion Date. It shall specify the cause of the delay and the likely effect on the Completion Date and its proposals for reducing the effect. The notice shall be accompanied by all supporting documents and relevant calculations.
4.7	If in the opinion of the Customer the Services are likely to be delayed or have been delayed beyond the Completion Date by any impediment, prevention or breach of this Contract by the Customer or an instruction of a Variation (a "Delay Event"), then, save to the extent that the Delay Event was caused or contributed to by any negligence, omission or default of the Vendor, the Customer shall extend the Completion Date or part thereof by such reasonable period as it may determine and it shall notify the Vendor in writing, provided that the Vendor shall constantly use its best endeavours to overcome, avoid or minimise the effects of any Delay Event.
4.8	If the Vendor fails to complete the Services by the Completion Date the Vendor shall pay or allow to the Customer general damages for the period between the Completion Date and the actual date the Services are completed, and the Customer may deduct any such amount from any monies due or to become due to the Vendor under this Contract or may recover the same as a debt.
4.9	The Customer shall advise the Vendor of any defects and/or other faults which appear within the Rectification Period and which are due to the failure of the Vendor to comply with his obligations under this Contract and the Vendor shall make good such defects and/or other faults at no cost to the Customer with a reasonable period of such notice.

5.	APPROVALS
	Unless agreed by the parties, the Vendor shall be responsible for obtaining at its expense any licences, permits, permissions required to supply the Goods and/or carry out the Services in accordance with this Contract.

6.	VARIATIONS
6.1	The Customer may issue any instruction in relation to supplying the Goods and/or carrying out the Services and the Vendor shall comply with such instructions. Such instructions may include an instruction for a Variation.
6.2	The Customer may request the Vendor to vary any particulars in the Order by notice to the Vendor (a "Variation"). If the Vendor considers that such a request will require an adjustment to the Price (whether increase or reduction) and/or an adjustment to the Delivery Date and/or Completion Date (as the case may be), the Vendor shall immediately provide the Customer with an estimate of the cost of complying with the notice and the effect, if any, which the request is likely to have on the Delivery Date and/or Completion Date.
6.3	The Customer may within a reasonable period and at its own discretion:
	6.3.1	withdraw the Variation; or
	6.3.2	accept the Vendor's estimate and adjust the Price and/or the Completion Date and/or the Delivery Date (as the case may be), in accordance with the Vendor's estimate; or
	6.3.3	determine such adjustment to the Price and/or the Completion Date and/or the Delivery Date as shall be fair and reasonable.

7.	PAYMENT

7.1	Subject to clause 7.3, the Customer shall pay to the Vendor the Price stated in the Order for the Goods properly delivered and/or the Services properly supplied (as the case may be) in accordance with the terms of this Contract and shall only be subject to adjustment in accordance with the express terms of this Contract.
7.2	All prices shall be deemed to include packaging, insurance, carriage and all import duties or charges that may be levied by any authority, and all licences, permits, permissions or otherwise. All payments shall be in the currency specified in the Order.
7.3	The Vendor shall submit an invoice to the Customer which shall:
	7.3.1	identify the relevant Goods and/or Services;
	7.3.2	clearly reference, within the text of the invoice, the purchase order number stated on the Order;
	7.3.3	be addressed to the Mouchel legal entity stated on the purchase order and be sent to
		Accounts Payable Shared Service Centre PO Box 685 2nd Floor West Wing Oldham Business Centre Cromwell Street Oldham OL1 9LH
		and;
	7.3.4	be accompanied by a tax invoice acceptable to the Customer for VAT or other tax purposes where applicable.
	The Vendor acknowledges that payment by the Customer to the Vendor in accordance with this Contract shall be conditional on the Vendor complying with this clause 7.3.

7.4	Payment shall become due to the Vendor on the expiry of 45 calendar days following receipt by the Customer of the Vendor's invoice.
7.5	All payment made under this Contract shall not relieve the Vendor of any of his obligations or liabilities under this Contract.

8.	INDEMNITIES

8.1	The Vendor shall indemnify the Customer against any and all losses, liabilities, claims, costs and/or expenses sustained, incurred or payable by the Customer to the extent that the same arise by reason of any act or omission by the Vendor, or in breach by the Vendor of this Contract.
8.2	The Vendor shall indemnify the Customer against any and all losses, liabilities, claims, costs and/or expenses sustained, incurred or payable by the Customer in respect of personal injury to or death of any person, or damage to property arising out of this Contract.
8.3	The Vendor shall indemnify the Customer against all losses, liabilities, claim costs and/or expenses sustained, incurred or payable by the Customer in respect of infringement or alleged infringement of any patent, copyright or other proprietary information.
8.4	In the event of any breach of this Contract by the Vendor, the Customer may deduct, withhold or set-off from any amount otherwise due to the Vendor, such sum as the Customer, in its bona fide estimate, considers it will incur by way of loss or damage as a consequence of the breach.
8.5	The Customer shall be entitled to deduct, withhold or set-off from any payment to the Vendor otherwise due under this Contract, any amount due to the Customer under this Contract and/or any other contract between the Customer and the Vendor.

9.	INTELLECTUAL PROPERTY
9.1	Intellectual property rights owned by the Vendor at the date of this Contract shall continue to be the sole property of the Vendor. The Customer shall have an irrevocable royalty-free licence to use all designs, documents and data for any purpose associated with the Goods and/or Services before and after the Delivery Date and/or Completion Date (as the case may be).
9.2	Designs, documents and data created by or on behalf of the Vendor for the purposes of this Contract, including any modifications to any designs, document and data provided by the Customer to the Vendor, shall become the sole property of the Customer upon delivery and the Vendor shall have a continuing and irrevocable licence to use the same for any purpose related to the Contract.
9.3	Copyright and other intellectual property rights in any designs or documents provided by the Customer to the Vendor shall remain the sole property of the Customer and the Vendor shall have a licence to use the same solely for the purposes of this Contract.
9.4	The Vendor warrants that the Goods and/or Services supplied do not violate any patent or other intellectual property rights of any third party. The Vendor shall indemnify the Customer against any claims, damages, costs and expenses arising out of any infringement or alleged infringement of any patent or other rights of third parties in connection with the Goods and/or Services.

10.	INSURANCE

10.1	Without prejudice to his other obligations under this Contract or otherwise at law, the Vendor shall maintain, with a reputable insurance company carrying on business in the United Kingdom those insurances required to fully cover all its liability under this Contract for as long it has any liability.
10.2	The Vendor shall produce for inspection by the Customer all documentary evidence that the insurances required under this Contract are being properly maintained within 72 hours of a request by the Customer.

11.	CONFIDENTIAL INFORMATION

11.1	Customer may disclose certain Confidential Information to the Vendor whereby the subject and purpose of said disclosure relates to this Contract. Save as may be necessary for performance of the obligations under this Contract or as otherwise required by law, the Vendor shall not at any time, without the Customer's prior written consent, disclose to any person or otherwise make use of any information which may reasonably be deemed to confidential (including but not limited to any information and data that is not generally available to others, including but not limited to, proprietary technical, marketing, financial, operating, performance, cost, know-how, business, and process information; computer programming techniques; and all record-bearing media containing or disclosing such information and data that are disclosed by the Customer to the Vendor orally, visually or in writing) which have or may come into the Vendor’s possession relating to the Customer and/or the Goods and/or the Services. The Vendor's obligations set out in this paragraph shall continue to apply, without limitation in point of time, unless and until such information comes into the public domain through no default on the Vendor's part.
11.2	The Vendor shall not without the Customer's prior written consent use the Customer's name or otherwise hold itself out as associated with the Customer in any advertising or publicity material or in any other manner.

12.	THIRD PARTY AGREEMENTS

12.1	The Vendor acknowledges that the Customer may require the Goods and/or Services for the purpose of meeting and/or achieving obligations in various third party agreements with third parties (including, but not limited to, main agreements with clients' of the Customer). Accordingly, the Vendor warrants that:
	12.1.1	the Goods and/or Services shall not result in; and
	12.1.2	it shall supply the Goods and/or Services in such a manner and at such times so that no act, omission or default of the Vendor in relation thereto shall cause or contribute to,
	any breach by the Customer of any of its obligations under any such third party agreements where the Goods and/Services are used and/or relevant.
12.2	The Vendor shall indemnify the Consultant and hold the Consultant harmless against any and all claims, demands, proceedings, damages, costs and expenses made against or incurred by the Vendor as a result of the Vendor's breach of this clause 12.
13.	SUB-CONTRACTING AND ASSIGNMENT

13.1	The Vendor shall not assign charge or transfer the benefit of any part of the Order without the prior consent of the Customer. The Customer reserves the right to assign the benefit of the Order to any third party whatsoever.
13.2	The Vendor shall not sub-contract the performance of any part of the obligations under this Contract to any third party without the Customer's prior consent. In the event that the Vendor is permitted to sub-contract any obligations under this Contract, it shall remain fully responsible for all goods supplied and all services carried out by any sub-contractors.

14.	TERMINATION

14.1	The Customer shall be entitled to terminate in whole or in part the Vendor's employment under this Contract at any time upon one week's written notice to the Vendor.
14.2	The Customer may immediately terminate this Contract upon written notice to the Vendor if:
	14.2.1	the Vendor becomes insolvent or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into receivership or liquidation (other than for the purpose of reconstruction or amalgamation) or has a winding-up order made or passes a resolution for voluntary winding-up (other than for the purpose of reconstruction or amalgamation); or
	14.2.2	the Vendor breaches any of its obligations under this Contract.

14.3	Upon termination
	14.3.1	the Vendor shall take immediate steps to bring an end to the Services and the supply of the Goods (or any part) in an orderly manner but with all reasonable speed and economy; and
	14.3.2	the Vendor shall forthwith hand over and/or supply to the Customer all Goods and Services already paid for by the Customer under this Contract.

14.4	Upon termination of the Vendor's employment under this Contract, subject to any set-off or deductions which the Customer is entitled to make under this Contract, the Customer shall pay to the Vendor that part of the Price which shall have become due to the Vendor under this Contract less any amounts in respect of the Price which have been previously paid by the Customer to the Vendor.
14.5	In the event of this Contract being terminated pursuant to clause 14.2, the Vendor shall indemnify the Customer against all losses, liabilities, claim costs and/or expenses sustained, incurred or payable by the Customer in respect of the termination.
14.6	The Customer shall not be liable to the Vendor for any loss of profit, loss of contract or any losses and/or expenses of whatsoever nature arising out of or in connection with such termination.
14.7	Any termination shall be without prejudice to the accrued rights and remedies of either party in respect of any breach of this Contract by the other party prior to such termination.
14.8	On the cancellation, termination or expiry of the Contract the Vendor shall forthwith return to the Customer any property of the Customer that it then has in its possession or control.

15.	NOTICES
	Notice hereunder shall be properly given if in writing and sent by first class post, facsimile or email to such address as the Customer and the Vendor from time to time notify to each other as their respective addresses for service, and shall be deemed served in the case of postal notice, on the expiry of 48 hours from time of posting and in the case of facsimile and email upon completion of transmission by the sender.

16.	GENERAL PROVISIONS

16.1	This Contract contains the entire and only agreement and understanding between the parties and supersedes any previous agreement between the parties relating to or connected with the subject matter of this Contract (whether oral or in writing). Neither party has relied on any warranty nor representation of the other except as expressly stated or referred to in this Contract.
16.2	Nothing in this Contract is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
16.3	If any provision or term of this Contract shall be held invalid, illegal, or unenforceable, in whole or in part such term or provision shall not form part of this Contract and the enforceability of the remainder of the Contract shall not be affected.
16.4	Each right or remedy of the Customer under the Contract is without prejudice to any other right or remedy of the Customer whether under the Contract or not.

17.	THIRD PARTY RIGHTS ACT
	None of the terms of this Contract are intended by the Customer or the Vendor to be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any third party who is not a party to the Contract.

18.	JURISDICTION

18.1	This Contract shall be governed by and construed in accordance with the law of England and Wales.
18.2	Any dispute arising under or in connection with this Contract shall be subject to the exclusive jurisdiction of the English courts, save that enforcement proceedings may be brought in any jurisdiction.