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Purchasing Terms & Conditions

CONTENTS

 

  1. Definitions

  2. Agreement 

  3. Scope of the Work

  4. Delivery of Goods and Services

  5. Inspection; Acceptance and Rejection

  6. Rates and Price

  7. Invoicing and Payment Terms

  8. Taxes

  9. Hazardous Materials

  10. Legal Compliance and Workplace Safety

  11. Product Warranties 

  12. Service Warranties

  13. Intellectual Property Warranty

  14. Manufacturer Warranties

  15. Warranty Remedies

  16. Intellectual Property Rights

  17. Confidentiality

  18. Insurance

  19. Security

  20. Indemnities

  21. Limitation of Liability

  22. Brexit

  23. Termination

  24. Cancellation Rights

  25. Independent Contractors

  26. Further Assurances

  27. Severability

  28. Waiver 

  29. Assignment 

  30. Cumulative Remedies

  31. Survival

  32. Interpretation

  33. Governing Law

  34. Electrical/Electronic Components and Equipment

  35. Language

Note: Each Purchase Order placed by Geotechnics Limited (the Buyer) for goods and/or services is subject to these standard terms and conditions to the exclusion of all other terms and conditions. The Purchase Order is issued solely on the understanding that the Supplier accepts and agrees to be bound by these terms before accepting the Purchase Order, delivering the goods and/or performing the services.


1.    Definitions

In these Standard Purchase Order Terms and Conditions, the following definitions apply:

1.1.    “Agreement” means the agreement between Supplier and Buyer for the purchase and sale of goods and/or services.

1.2.    “Buyer” means Geotechnics Limited and any parent or subsidiary companies.

1.3.    “Supplier” means the party indicated on the Purchase Order that is contracting with the Buyer for the purchase and sale of the goods or Services.

1.4.    “Deliverable” means any goods, product or service that is referred to in the Purchase Order, together with any related materials, data, documentation, instruction manuals, and includes any Intellectual Property Rights developed by the Supplier pursuant to each Purchase Order.

1.5.    “Delivery date” means the date for delivery or part delivery of goods, product, or the provision of Services as specified in the Purchase Order.

1.6.    “Delivery Point” means the location identified by the Buyer in the Purchase Order to which the Supplier shall deliver Goods and/or perform the Services, or such other delivery area or point which the Supplier shall instruct.

1.7.    “Goods” means the goods and products that are required to be delivered to the Buyer under the terms of the Purchase Order, and shall include all materials, component parts, packaging, labelling, and instruction manuals for such goods.

1.8.    "Services" shall mean the scope of work identified in Section 3 of these Terms and includes the provision of staff, or work undertaken produced or delivered by staff as defined within the scope of work.

1.9.    “Intellectual Property Rights” means all intellectual and industrial property rights and rights of a similar nature including all rights in and to patents including all issued patents and pending patent applications therefore and patents which may be issued therefrom (including divisions, reissues, re-examinations, continuations, and continuations –in-part): copyrights; industrial design rights; rights pertaining to trade secrets and confidential information; publicity rights; personality rights; moral rights; and any other intellectual property rights whether registered or not and all applications, registrations, renewals and extensions relating to the foregoing.

1.10.    “Purchase Order” means the purchase order between Buyer and Supplier for the purchase and sale of the Goods and/or Services, to which these Standard Purchase Order Terms and Conditions are incorporated by reference.

1.11.    “Services” means any services to be provided by Supplier to Buyer pursuant to a Purchase Order.

1.12.    “Specification” means the requirements, attributes, and specifications for the Goods or Services that are set out in the applicable Purchase Order. Specification may also include documentation produced by the Supplier relating to the Goods and Services, operational and technical features and functionality of the Goods and Services, standards or levels of service performance for Services, and Buyer business requirements which are expressly set out in the Purchase Order.

1.13.    “Supplier Proposal” means any acknowledgement, estimate, quote, offer to sell, invoice, or proposal of the Supplier relating to the supply of the Goods or Services to the Buyer, including any delivered in connection with a request for quotations, request for proposal, test sample, or similar process initiated by the Buyer.

1.14.    “Warranty Period” means in respect of any Goods or Services, the longer of the express written warranty period provided by the Supplier for the goods and Services and the period commencing on the date of acceptance of such goods or Services, and ending on a date which is one (1) year from that date.

2.    Agreement

2.1.    The Agreement consists only of these Standard Purchase Terms, an applicable Purchase Order, and any Specifications or other documents expressly referenced in the Purchase Order. The Agreement supersedes any other terms and conditions. Any delivery notes, time sheets, or other documents issued after the date of the Purchase Order may be signed by a representative of the Buyer for records purposes only and will not be accepted as revised terms under this Agreement. Any reference in the Purchase Order to any Supplier documentation is solely for the purpose of incorporating the descriptions and specifications of the Goods and Services contained in the proposal, and only to the extent that the terms of the Supplier proposal do not conflict with the descriptions and Specifications set out by the Purchase Order. Buyer’s acceptance of, or payment for, Goods and Services will not constitute the Buyer’s acceptance of any additional or different terms in any Supplier proposal, unless agreed in writing by the Buyer. If there is any inconsistency or conflict between the documents constituting the Agreement, then the Supplier should raise this and seek clarification with the Buyer as soon as this becomes apparent.

3.    Scope of the Work

3.1.    The Supplier shall provide the Services or Goods outlined in the submission.

3.2.    The scope of the work performed will be in accordance with the submission provided and the agreed adjustments as evidenced in writing.

3.3.    Any variation to the scope of the work or orders will only be accepted provided that the Buyer has issued a formal instruction to the Supplier and the terms agreed with the Buyer.

3.4.    In the event of a requirement for variation to an agreed scope of work the standard Geotechnics Ltd procedure is for the Supplier to provide a written submission to the Buyer of changes to scope, together with time, price and associated implications for client approval prior to commencement.

4.    Delivery of Goods and Services

4.1.    The Supplier agrees to supply and deliver the Goods to the Buyer and to provide the Services as applicable, on the terms set out in this Agreement.    

4.2.    The Supplier shall at its own expense pack, load, deliver Goods to the Delivery Point and in accordance with the invoicing, delivery terms, shipping, packing, and other instructions provided with the Purchase Order or otherwise. No charges will be allowed for freight, transportation, insurance, shipping, storage, handling, demurrage, packaging or similar charges unless provided for in the applicable Purchase Order or otherwise agreed in writing by the Buyer.

4.3.    Time is of the essence with respect to delivery of the Goods and performance of the Services. Goods shall be delivered and Services performed by the applicable Delivery date(s) and time(s). The Supplier must immediately notify the Buyer if the Delivery Date/Time cannot be achieved with a full substantiation behind the cause.  At any time prior to the Delivery date/time, the Buyer may, upon notice to Supplier, cancel or change a Purchase Order, or any portion thereof, for any reason, including without limitation, for the convenience of Buyer or due to failure of Supplier to comply with this Agreement, unless otherwise noted.

4.4.    The Buyer shall equally be entitled to deduct from the amount payable to the Supplier with a full and reasonable substantiation any delay damages incurred by the Buyer as a result of Goods and/or Services failing to meet the Delivery Date.

4.5.    The Buyer reserves the right to request from the Supplier to rectify any avoidable damages caused to land or property of either the Buyer or it’s Client by the actions of the Supplier which could have been avoided. Failure by the Supplier to rectify the damages the Buyer shall be entitled to deduct from the amount payable to the Supplier with a full and reasonable substantiation any rectification costs incurred by the Buyer. 

4.6.    Title and risk of loss or damage for the Goods shall pass to Buyer upon receipt of Goods at the Delivery Point, unless otherwise agreed to by the Buyer in writing.  Buyer has no obligation to obtain insurance while Goods are in transit from Supplier to the Delivery Point.

4.7.    Supplier shall follow all instructions of Buyer and cooperate with Buyer’s representative as directed by Buyer (including by providing requested shipping documentation) with respect to all Goods that originate from sources or suppliers based outside UK.  Supplier shall comply with all the requirements of the UK Border Services Agency (or any successor organisation) with respect to the importation of Goods from outside the UK.

5.    Inspection; Acceptance and Rejection

5.1.    All shipments of Goods and performance of Services shall be subject to Buyer’s right of inspection.  Buyer shall have ninety (90) days (the “Inspection Period”) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspection, and upon such inspection Buyer shall either accept the Goods or Services (“Acceptance”) or reject them.  Buyer shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective.  In addition, Buyer shall have the right to reject any Goods or Services that are not in conformance with the Specifications or any terms of this Agreement.  Transfer of title to Buyer or Goods shall not constitute Buyer’s Acceptance of those Goods.  Buyer shall provide Supplier within the Inspection Period notice of any Goods or Services that are rejected, together with the reasons for such rejection.  If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services.  Buyer’s inspection, testing, or Acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance and use of the Goods or Services.

5.2.    Buyer shall be entitled to return rejected Goods to Supplier at Supplier’s expense and risk of loss for, at Buyer’s option, either: (i) full credit or refund of all amounts paid by Buyer to Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer.  Title to rejected Goods that are returned to Supplier shall transfer to Supplier upon such delivery and such Goods shall not be replaced by Supplier, except upon written instructions from Buyer.  Supplier shall not deliver Goods that were previously rejected on grounds of non-compliance with this Agreement, unless delivery of such Goods is approved in advance by Buyer, and is accompanied by a written disclosure of Buyer’s prior rejection(s).

6.    Rates and Price

6.1.    The Rates or Prices for the Goods and/or Services will be set out in the applicable Purchase Order.  Price or Rate increases or charges not expressly set out in the Purchase Order shall not be effective unless agreed to in advance in writing by Buyer. 
   

7.    Invoicing and Payment Terms

7.1.    The Supplier must forward an invoice in a form satisfactory to the Buyer and to “Accounts Payable” at Buyer’s address/email for payment referencing at a minimum the applicable Purchase Order.

7.2.    The Buyer may require that the Supplier furnish satisfactory documentary evidence of the validity of an invoice and any amounts claimed in an invoice.


7.3.    Buyer will pay the undisputed portion of properly rendered invoices within forty-five (45) days from the end of the month in which the invoice was submitted unless otherwise agreed in writing prior to the issue of Purchase Order.

7.4.    Buyer shall have the right to withhold payment of any invoiced amounts that are disputed in good faith until the parties reach an agreement with respect to such disputed amounts and such withholding of disputed amounts shall not be deemed a breach of this Agreement nor shall any interest be charged on such amounts.  Notwithstanding the foregoing, Buyer agrees to pay the balance of the undisputed amounts on any invoice that is the subject of any dispute within the time period specified herein.

8.    Taxes

8.1.    Unless otherwise stated in a Purchase order, all prices or other payments stated in the Purchase Order are exclusive of any taxes.  Supplier shall separately itemise all applicable taxes each on each invoice and indicate on each invoice its applicable tax registration number(s).  Buyer will pay all applicable taxes to Supplier when the applicable invoice is due.  Supplier will remit all applicable taxes to the applicable government authority as required by applicable laws.  Notwithstanding any other provision of this Agreement, Buyer may withhold from all amounts payable to Supplier all applicable withholding taxes and to remit those taxes to the applicable governmental authorities as required by applicable laws.

9.    Hazardous Materials

9.1.    Supplier agrees to provide, upon and as requested by Buyer, to satisfy any applicable laws governing the use of any hazardous substances either of the following: (a) all reasonably necessary documentation to verify the material composition, on a substance by substance basis, including quantity used of each substance, of any Goods, and/or of any process used to make, assemble, use, maintain or repair any Goods; or (b) all reasonably necessary documentation to verify that any Goods and/or any process used to make, assemble, use, maintain or repair any Goods, do not contain, and the Services do not require the use of any particular hazardous substances specified by Buyer.

10.    Legal Compliance and Workplace Safety

10.1.    In carrying out its obligations under the Agreement, including the performance of Services, Supplier shall at all times comply with the applicable laws, regulations, standards and codes.  Supplier shall be, at all times, be in compliance with the Health and Safety at Work Act. Supplier shall obtain all applicable permits, licenses, exceptions, consents and approvals required for the Supplier to manufacture and deliver the Goods and perform the Services.
 

11.    Product Warranties

11.1.    Supplier warrants to Buyer that during the Goods Warranty Period all Goods provided hereunder shall be: (i) of merchantable quality; (ii) fit for the purposes intended; (iii) unless otherwise agreed to by Buyer, new; (iv) free from defects in design, material and workmanship; (v) in strict compliance with the Specifications; (vi) free from any liens or encumbrances on title whatsoever; (vii) in conformance with any samples provided to Buyer; and (viii) compliant with all applicable laws, regulations, standards and codes. 

12.    Service Warranties

12.1.    Supplier shall perform all Services: (i) exercising that degree of professionalism, skill, diligence, care, prudence, judgment and integrity which would reasonably be expected from a skilled and experienced service provider, providing services under the same or similar circumstances at the Services under this Agreement; (ii) in accordance with all Specifications and all Buyers policies, guidelines, by-laws and codes of conduct and industry standards applicable to Supplier; and (iii) using on personnel with the skills, training, expertise and qualifications necessary to carry out the Services.  Buyer may object to any of the Supplier’s personnel engaged in the performance of Services who, in the reasonable opinion of Buyer, are lacking in appropriate skills or qualifications, engage in misconduct, constitute a safety risk or hazard or are incompetent or negligent and the Supplier shall promptly remove such personnel from the performance of any Services upon receipt of such notice and shall not re-employ the removed person in connection with the Services without the prior written consent of Buyer.

13.    Intellectual Property Warranty

13.1.    Supplier further warrants to Buyer that at all times all Goods and/or Services (including any Deliverables) will not be in violation of, or infringe any, Intellectual Property Rights of any person.

14.    Manufacturer Warranties 

14.1.    Supplier shall assign to the Buyer all manufacturer’s warranties for Goods not manufactured by or for the Supplier and shall take all necessary steps as required by such third-party manufacturers to effect assignment of such warranties to the Buyer.

15.    Warranty Remedies    

15.1.    In the event of breach of any of the warranties in Sections 11. Product Warranties, 12. Service Warranties, 13. Intellectual Property Warranty, and 14. Manufacturer Warranties and without prejudice to any other right or remedy available to Buyer (including Buyer’s indemnification rights hereunder) Supplier will, at Buyer’s option and Supplier’s expense, refund the purchase price for, or correct or replace the affected Goods, or re-perform the affected Services, within 10 days after notice by Buyer to Supplier of warranty breach.  All associated costs, including costs of re-performance, costs to inspect the Goods and/or Services, transport the Goods from Buyer to Supplier and return shipment to Buyer, and costs resulting from supply chain interruptions, will be borne by Supplier.  If Goods are corrected or replaced or Services are re-performed, the warranties in Sections 11. Product Warranties, 12. Service Warranties, 13. Intellectual Property Warranty, and 14. Manufacturer Warranties will continue as to the corrected or replaced Goods for a further Goods Warranty Period commencing on the date of Acceptance of the corrected or replaced Goods by Buyer.  If Supplier fails to repair or replace the Product within the time periods required above, Buyer may repair or replace the Goods at Supplier’s expense.

15.2.    In the event that any Goods provided by Supplier to Buyer are subject to a claim or allegation of infringement of Intellectual Property Rights or a third party, Supplier shall, at its own option and expense, without prejudice to any other right or remedy of Buyer (including Buyer’s indemnification rights hereunder), promptly provide Buyer with a commercially reasonable alternative, including the procurement for Buyer of the right to continue using the Goods in question, the replacement of such Goods with a non-infringing alternative satisfactory to Buyer, or the medication of such Goods (without affecting functionality) to render them non-infringing.


16.    Intellectual Property Rights

16.1.    All Intellectual Property Rights in and to each Deliverable shall vest in Buyer free and clear of all liens and encumbrances on receipt of payment by Supplier for each Deliverable.  To the extent that any Deliverables contain any intellectual property of Supplier, Supplier hereby grants to Buyer a worldwide, royalty-free, non-exclusive, perpetual license to use, copy, modify and distribute such intellectual property as part of the Deliverables.  Supplier agrees to provide to Buyer all assistance reasonably requested by Buyer to perfect the rights described herein, including obtaining all assignments and waivers of moral rights necessary or appropriate to vest the entire right, title and interest in such materials in Buyer and its successors and assigns.

17.    Confidentiality 

17.1.    Supplier shall safeguard and keep confidential any and all information relating to Buyer obtained by it or provided to it by Buyer in connection with this Agreement and shall use such information only for the purposes of carrying out its obligations under the Agreement. 

18.    Insurance

18.1.    Supplier represents and warrants to Buyer that it has in place with reputable insurers such insurance policies in coverage amounts that would be maintained by a prudent supplier of goods and services similar to the Goods and Services provided hereunder, including, as applicable, professional errors and omissions liability insurance and comprehensive commercial general liability insurance (including employers liability cover, product liability coverage, contractors’ equipment insurance, and automobile liability insurance).  In addition, Supplier will take out and maintain, at its own cost, such insurance policies and coverages as may be reasonably required by Buyer from time to time.  Supplier will promptly deliver to Buyer as and when requested, written proof of such insurance.  If requested, Buyer will be named as an additional insured under any such policies.  If requested by Buyer, such insurance will provide that it cannot be cancelled, or materially changed so as to affect the coverage provided under the Agreement, without the insurer providing at least 30 days’ prior written notice to Buyer.

19.    Security

19.1    Supplier shall take on full responsibility of providing security for their plant, goods and equipment during the delivery of its Services to the Buyer, unless agreed in writing in advance by the Buyer of issuing this Purchase Order.

19.2    In conjunction with clause 4 any plant or equipment delivered by the Supplier to the Delivery Point from which point onwards the Buyer will become responsible for the security. Unless notified by the Buyer to the Supplier with at least 48 hours’ notice after which the Supplier becomes fully responsible for the security.
 
20.    Indemnities

20.1.    Supplier shall indemnify, defend and hold harmless Buyer, its Affiliates, and their respective officers, directors, employees, consultants and agents (the “Buyer Indemnified Parties”) from and against any claims, fines, losses, actions, damages, expenses, legal fees and all other liabilities brought against or incurred by the Buyer Indemnified Parties or any of them arising out of: (a) death, bodily injury or loss or damage to real or tangible personal property resulting from the use of or any actual or alleged defect in the Goods or Services or from the failure of the Goods or Services to comply with the warranties hereunder; (b) any claim that the Goods or Services infringe or violate the Intellectual Property Rights or other rights of any person; (c) any intentional, wrongful or negligent act or omission of Supplier or any of its Affiliates or subcontractors; (d) Supplier’s breach of any of its obligations under this Agreement; or any liens or encumbrances relating to any Goods or Services.

21.    Limitation of Liability

21.1.    Except for Supplier obligations under Section 14 and except for damages that are the result of the gross negligence or wilful misconduct of a party, in no event will either party be liable to the other or any other person for any indirect, incidental consequential or punitive damages, including any loss of profits, data or goodwill or business opportunity for any matter relating to this agreement. 

22.    Brexit

22.1.    For the purpose of this Clause “Brexit Change” shall mean any change resulting directly or indirectly from the United Kingdom (regardless of countries comprising the United Kingdom at such date) ceasing to be:

22.1.1.    a member state of the European Union; or

22.1.2.    a member of the European Economic Area; and/or

22.1.3.    a member of the European Union Customs Union,

22.1.4.    and which impacts upon the Purchase Order. Such change may include, but is not limited to, in any jurisdiction, any change of law, taxes, custom duties, tariffs, levies, charges or fees, licences or consents, any adverse change in prices, currency or exchange rates or any restriction on trade or the movement of goods, services or people.

22.2.    Supplier shall in its rates, schedule and prices take account of the potential impacts of any Brexit Change and shall carry the risk of any Brexit Change. For the avoidance of doubt, Supplier shall not be entitled to claim any adjustment to the prices or the delivery schedule for the Goods or Services as a result of a Brexit Change, provided that if Buyer may, in its sole discretion agree to accept an adjustment to the delivery schedule where reasonable in the circumstances.

22.3.    In the event that Buyer in its sole discretion determines that a Brexit Change will have a significant detrimental impact on the Purchase Order, Buyer may elect to terminate the Purchase Order in accordance with Section 23. Termination.

23.    Termination

23.1.    An Agreement issued by the Buyer cannot be terminated, except with the written consent of the Buyer. 

23.2.    Any termination of this Agreement in accordance with this clause shall be without prejudice to any other rights or remedies a party may be entitled to under this Agreement, or at law, and shall not affect any accrued rights or liabilities of either party. 

24.    Cancellation Rights

24.1.    Should the Purchase Order in full or in part be cancelled with more than 48 hours’ notice by the Buyer of the Delivery Date, then no cancellation costs will be accepted by the Buyer from the Supplier.

24.2.    Should the cancellation notice from the Buyer to the Supplier be less than 48 hours from the Delivery Date, then the Supplier must provide a full substantiation of the costs incurred for the Buyer’s review and acceptance. 

25.    Independent Contractors

25.1.    Supplier will perform its obligations under the Agreement as an independent contractor and in no way will Supplier or its employees be considered employees, agents, partners, fiduciaries or joint ventures of Buyer.  Supplier and its employees will have no authority to represent Buyer or its affiliates or bind Buyer or its Affiliates in any way and neither Supplier nor its employees will hold themselves out as having authority to act for Buyer of its Affiliates.

26.    Further Assurances

26.1.    The parties shall sign such further and other documents, cause such meetings to be held, resolutions passed and do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part thereof.

27.    Severability

27.1.    If any provision of this Agreement is determined to be unenforceable or invalid for any reason whatsoever, in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part thereof and all other provisions shall continue in full force and effect.

28.    Waiver

28.1.    No waiver of any provision of this Agreement shall be enforceable against that party unless it is in writing and signed by that party.

29.    Assignment

29.1.    Supplier may not assign or subcontract this Agreement, in whole or in part, without Buyer’s prior written consent.  Supplier’s permitted assignment or subcontracting of this Agreement or any part thereof will not release Supplier of its obligations under this Agreement and it will remain jointly and severally liable with the assignee or subcontractor for any obligations assigned or subcontracted.  The acts of omissions of any subcontractors of Supplier will be deemed to be the acts and omissions of the Supplier.  Buyer may assign this Agreement, in whole or in part, to any Affiliate of Buyer, without the consent of Supplier. This Agreement shall ensure to the benefit of and be binding upon the parties and their respective legal personal representative, heirs, executors, administrators, assigns or successors.

30.    Cumulative Remedies

30.1.    Subject to Section 20, the rights and remedies of the Buyer in this Agreement are cumulative and in addition to any other rights and remedies at law or in equity.

31.    Survival

31.1.    Any provision of this Agreement which expressly or by implication from its nature is intended to survive the termination or completion of the Agreement will continue in full force and effect after any termination, expiry or completion of this Agreement.

32.    Interpretation

32.1.    The headings used in this Agreement and its division into articles, sections, schedules, exhibits, appendices and other subdivisions do not affect its interpretation.  Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.  References in this Agreement to articles, sections, schedules, exhibits, appendices and other subdivisions are to those parts of this Agreement.  Where this Agreement uses the word “including” it means “including and without limitation” and where it uses the word “includes” it means “includes without limitation”.

33.    Governing Law

33.1.    The Laws of England and Wales apply to this Agreement.

34.    Electrical/Electronic Components and Equipment

34.1.    All electrical/electronic components or equipment must have UK approvals and conform to the industry standards and all other applicable legislative requirements.

35.    Language

35.1.    It is the express wish of the parties that this Agreement and any related documentation be drawn up in English.