1. Interpretation
"Conditions" means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special conditions agreed in writing between the Buyer and the Seller;
"Contract" means the contract for the sale and purchase of the Goods and the supply and acquisition of the Services to include any relevant supply agreement made between the parties.
"Force Majeure" means, in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, any act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, civil disturbance, acts of any governmental or supra-national authority, currency restrictions and restraints or delays affecting carriers);
“Input Material” means any material, data or other information provided by the Buyer relating to the Goods and/or Services;
“New Provider” any replacement service provider nominated by the Buyer to provide similar services to the Services following the expiry or termination of the Contract;
“Output Material” means any material, data or other information provided by the Seller relating to the Goods and/or Services;
"Goods" means the goods (including any instalment of the goods or any parts for them) specified on the Order ;
"Order" means the Buyer's purchase order set out overleaf or to which these Conditions are annexed or any order placed by the Buyer on-line using the Seller’s website;
"Personal Data" means information about living individuals disclosed pursuant to this Contract;
"Price" means the price of the Goods and/or the charge for the Services;
"Regulations" means The Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended , modified, replaced or re-enacted from time to time);
"Services" means the services (if any) described in the Order.
The terms "Buyer", "Delivery Address" and "Seller" have the meanings ascribed to them in the Order.2. Basis of Purchase
The Order constitutes an offer by the Buyer to purchase the Goods and/or acquire the Services subject to these Conditions. These Conditions shall apply to the Contract to the exclusion of any other terms and conditions on which any quotation has been given to the Buyer or subject to which the order is accepted or purported to be accepted by the Seller. No variations to the Order or these Conditions shall be binding unless agreed in writing between the Buyer and Seller.
3. Price of the Goods and Services.
The price of the Goods and the Services shall be as stated in the Order and, unless otherwise so stated, shall be (a) exclusive of any applicable VAT (which shall be payable by the Buyer subject to receipt of a VAT invoice); and (b) inclusive of all charges for packaging, packing, carriage, insurance and delivery of the Goods to the Delivery Address and any duties, imports or levies other than VAT. No increase in the Price may be made without the prior written consent of the Buyer. The Buyer shall be entitled to any discount for prompt payment bulk purchase or volume of purchase customarily granted by the Seller.
4. Inspection and Testing
The Seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods and the performance of the Services. The Seller shall not unreasonably refuse any request by the Buyer to inspect and test the Goods during manufacture, processing or storage at the premises of the Seller or any third party prior to despatch, and the Seller shall provide the Buyer with all facilities reasonably required for inspection and testing. If as a result of inspection or testing the Buyer is not satisfied that the Goods will comply in all respects with the Contract, and the Buyer so informs the Seller within 7 days of inspection or testing, the Seller shall take such steps as are necessary to ensure compliance. The Goods shall be marked in accordance with the Buyer's instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.
5. Terms of Payment
The Seller shall be entitled to invoice the Buyer on or at any time after delivery of the Goods or performance of the Services, as the case may be, and each invoice shall quote the number of the Order. Unless otherwise stated in the Order, the Buyer shall pay the Price of the Goods and the Services within 30 days of receipt by the Buyer of the invoice or, if later, after acceptance of the Goods or Services in question by the Buyer. The Buyer shall be entitled to set off against the Price any sums owed to the Buyer by the Seller.
6. Delivery
The Goods shall be delivered to, and the Services shall be performed at the Delivery Address on the date or within the period stated in the Order or as otherwise agreed in writing, during the Buyer's usual business hours. The time of delivery of the Goods and of performance of the Services is of the essence of the Contract. The Order number must be prominently displayed with each delivery of the Goods. The Buyer shall be entitled to reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until the Buyer has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent. The Seller shall supply to the Buyer in good time any instructions or other information required to enable the Buyer to accept delivery of the Goods and performance of the Services.
7. Risk and Property
Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Contract. The property in the Goods shall pass to the Buyer upon delivery.
8. Warranties and Liability
The Seller warrants to the Buyer (and members of its group) that the Goods (a) will be of satisfactory quality as defined in the Sale of Goods Act 1994 and fit for any purpose held out by the Seller or made known to the Seller in writing at the time the Order is placed; (b) will be free from defects in design, material and workmanship; (c) will correspond with any relevant specification or sample; and (d) will comply with all statutory requirements and regulations relating to the sale of the Goods. The Seller warrants to the Buyer that the Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the Buyer to expect in all the circumstances. Without prejudice to any other remedy, if any Goods or Services are not supplied or performed in accordance with the Contract, then the Buyer shall be entitled: (a) to require the Seller to repair the Goods or to supply replacement Goods or Services in accordance with the Contract within 7 days; or (b) at the Buyer's sole option and whether or not the Buyer has previously required the Seller to repair the Goods or to supply any replacement Goods or Services, to treat the Contract as discharged by the Seller's breach and require the repayment of any part of the Price which has been paid. The Seller shall indemnify the Buyer (and members of its group) in full against all liability, loss, damages, costs and expenses incurred (including legal expenses) by the Buyer (or any member of its group) as a result of or in connection with: (a) breach of any warranty given by the Seller in relation to the Goods or the Services; (b) any claim that the Goods or the performance of the Services infringe, or their importation use or resale infringes, the patent, copyright, design right, trade mark or other intellectual property rights of any person; (c) any liability under the Consumer Protection Act 1987 in respect of the Goods; (d) any act or omission of the Seller or its employees, agents or sub-contractors in supplying delivering and installing the Goods or performing the Services; (e) any breach of this Contract. The Seller shall use all reasonable endeavours to manufacture and maintain sufficient stocks of the Goods and available personnel to fulfil its obligations in respect of the Services under the Contract. Where the Seller is not the manufacturer of the Goods, the Seller shall ensure that the Buyer has the benefit of all manufacturers' warranties and guarantees in respect of the Goods that are made available to the Seller.
9. Indemnity
9.1 The parties confirm their intention that the employees of the Seller shall at all times remain employed by the Seller which shall provide the Services only as an independent contractor. The parties also confirm their intention that at no time shall the performance of the Services by such employees be treated as independent of or separate from the normal performance of the Seller’s business.
9.2 In the circumstances, the parties understand that if on termination of the Contract:-
9.2.1 a contract is awarded for the provision of the Services to a New Provider; or
9.2.2 the Buyer elects to deal with the provision of the Services in house,
the Regulations may apply.
9.3 Subject to the awarding of a contract for the provision of the Services to a New Provider and the transfer of any employees of the Seller to a New Provider:-
9.3.1 the Seller and the Buyer confirm that it is not intended that any employees of the Seller shall transfer to the Buyer following termination of the Contract; and
9.3.2 the Seller undertakes to the Buyer that on termination of the Contract it will use its best endeavours to redeploy all employees who have been engaged in the provision of the Services.
9.4 If any individual claims to be employed by the Buyer as a result of the operation of the Regulations in connection (directly or indirectly) with the termination of the Contract, then:
the Buyer may within 7 days of becoming aware of such a claim terminate the contract of employment of such person; and the Seller shall indemnify and keep indemnified in full the Buyer from and against all costs, claims, liabilities and expenses (including legal expenses on an indemnity basis and those associated with any occupational or personal pension scheme in respect of which such person may be entitled) sustained by the Buyer in relation to such person arising directly or indirectly out of or in connection with such termination and against any sums payable to or in relation to such person in connection with his or her employment up to the date of termination.
10. Site Rules
The Seller shall ensure that such of its personnel who are engaged within the Buyer's sites comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time for the conduct of personnel when at the site.11. Input material and Output Material
The property and any copyright design rights or other intellectual property rights in:
Any Input Material or other information provided by the Buyer or concerning the Buyer's affairs and Output Material shall be kept confidential by the Seller and its employees and agents, and all Output Material or other information provided by the Seller which is so designated by the Seller shall be kept confidential by the Seller; but the foregoing shall not apply to any documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, (and shall cease to apply if at any future time they become public knowledge through no fault of the other party) or where any disclosure is required by law or regulatory authority.11.1.1 any Input Material shall (subject to any such rights of any third party) belong (or continue to belong) to the Buyer;
11.1.2 any Output Material shall belong to the Seller but the Seller shall assign with full title guarantee to the Buyer any such property or other rights which it may have for no further consideration upon the completion of the performance of the Services.
12. Public Interest Disclosure Procedure ("Whistle blowing").
The Buyer is firmly committed to maintaining the highest standards of business ethics, honesty, openness and accountability. It's policy statement on the subject of "whistle blowing" includes guidelines to all the Buyer's staff, but also to individuals who work with the Buyer, including third party contractors, who feel they need to raise matters of concern relating to the Buyer in confidence. If the Seller would like a copy of the policy they should contact:
Linda Porter, Whistle blowing Liaison Officer, Forensic Accounting Unit, Legal & General House, Kingswood, Tadworth, Surrey, KT20 6EU
Telephone: External: 01737 376971; Internal: 7100 6971; E-mail: linda.porter@landg.com
13. Termination
The Buyer shall be entitled to cancel the Order in respect of all or part only of the Goods and/or Services by giving notice to the Seller at any time prior to the delivery or performance, in which event the Buyer's sole liability shall be to pay to the Seller the Price for the Goods or Services in respect of which the Buyer has exercised its right of cancellation less the Seller's net saving of cost arising from cancellation. The Buyer shall be entitled to terminate the Contract without liability to the Seller by giving notice to the Seller at any time if the Seller makes any voluntary arrangement with its Creditors (within the meaning of the Insolvency Act 1986) or (being a company) becomes subject to an administration order or goes into liquidation; or a petition is presented for its winding up; or an encumbrancer takes possession of, or a receiver is appointed over, any of the property or assets of the Seller; or the Seller ceases, or threatens to cease, to carry on business; or the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.
14. Information
Any plans, bespoke software, drawings, photographs, data or other information, whether contained in a specification or otherwise ("Information") relating to the Goods or Services, supplied by the Buyer to the Seller or coming to the Seller's attention, or specifically produced by the Seller for the Buyer, in connection with the Contract, together with all copyright, design rights or any other intellectual property rights therein, shall be the exclusive property of the Buyer and the Seller hereby assigns the same to the Buyer and waives or procures the waiver of all moral rights it or any of its personnel may have. The Seller shall not disclose to any third party any such Information except to the extent that it is or becomes public knowledge through no fault of the Seller, or as required for the purpose of the Contract or required by law or by any regulatory authority.
15. Force Majeure
If either party is affected by Force Majeure it shall promptly notify the other party of the nature and extent of the circumstance in question. Not withstanding any other provision of these Conditions, neither party shall be deemed to be in breach of these Conditions, or otherwise be liable to the other, for any delay in performance or the non-performance of any of its obligations under these Conditions, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly. If either party claims Force Majeure and is accordingly relieved under this paragraph from performing any of its obligations under these Conditions for a continuous period in excess of 1month, then the other party may, notwithstanding any other provision of these Conditions, terminate these Conditions by giving to the party which has claimed Force Majeure not less than 7 days' written notice.
16. General
In the event that any special conditions are agreed between the parties, then, in the event of any conflict between the terms of the standard contract and the special conditions, the special conditions shall prevail. The Buyer may perform any of its obligations or exercise any of its rights (including those under paragraphs 8 and 9) hereunder by itself or through any other member of its group, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Buyer. A member of the Buyer's group may enforce the Conditions subject to and in accordance with the Conditions and the provisions of the Contracts (Rights of Third Parties) Act 1999. However, such third party's consent is not required to vary the Contract. Except as provided in this paragraph, a person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Conditions but this does not affect any right or remedy of a third party which exists or is available apart from that act. The Order is personal to the Seller and the Seller shall not assign or transfer or sub-contract to any other person any of its rights or obligations under the Contract. The Contract shall be governed by the Laws of England and the Seller agrees to submit to the non-exclusive jurisdiction of the English courts.
17. Notices, invalidity and waiver
Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. No waiver by the Buyer of any breach of the Contract by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision. 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 other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby. Any reference in these Conditions to any provision of any statute shall be construed as a reference to that provision, as amended, re-enacted or extended at the relevant time. The headings in these Conditions are for convenience only and shall not affect their interpretation.
18. Miscellaneous
The Seller shall not use the Buyer's name for any promotional or publicity purposes without the express written consent of the Buyer. The Seller must at all times conform to the Buyer's security procedures and comply with all applicable laws (including, but not limited to environmental protection and health and safety legislation) in force from time to time. The Seller warrants that it maintains adequate contingency or disaster recovery procedures so that it can continue to provide the Goods and Services with the minimum of delay in the event of disruption. The Seller agrees with the Buyer not to solicit any of the Buyer's employees without prior consent of the Buyer and not to employ an employee from the Buyer without discussion between the respective personnel managers and prior consent of the Buyer.
19. Records and Data Protection
The Seller will keep all records relating to the Goods and Services in legible form or in a manner capable of being reproduced in legible form. The Seller undertakes to process Personal Data strictly in accordance with the laws of England and the Buyer's instructions from time to time. The Seller shall ensure that only such of its employees who may be required to assist it in meeting its obligations under this Contract have access to the Personal Data. The Seller undertakes not to disclose the Personal Data to a third party in any circumstances other than at the specific request of the Buyer. The Seller shall implement appropriate organisational and technical security measures to protect the Personal Data. The Seller will allow its data processing procedures to be scrutinised by the Buyer's auditors if so requested. The Seller warrants to the Buyer that it shall comply with all requirements of the Data Protection Act 1998.
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