Terms and Conditions – Goods Purchase Order Form – General Terms & Conditions 2016-2017
These Conditions may only be varied with the written agreement of the Purchaser. No terms or conditions put forward at any time by the Supplier shall form any part of the Purchase Order.
1.1 In this Purchase Order:
- a) “Approval” and “Approved” refer to any written consent between MileOne Group and the Supplier.
“Condition” means a condition within the Purchase Order.
“Confidential Information” means all personal data and any information, however it is conveyed, that relates to the business affairs, developments, trade secrets, know-how, personnel, and suppliers of MileOne Group, including all Intellectual Property Rights, together with all information derived from any of the above, and any other information clearly designated as being confidential (whether or not it is marked “confidential”) or which ought reasonably to be considered to be confidential. “Goods” means such goods as are to be supplied to the Purchaser by the Supplier pursuant to the Purchase Order;
“Information Law” means law which imposes a duty on MileOne Group to reveal information it holds;
“Intellectual Property Rights” means patents, trade marks, service marks, design rights (whether registerable or not), applications for any of the above rights, copyright, trade or business names or other similar rights or obligations whether registerable or not in any country including but not limited to the United Kingdom;
“Order Value” means the price of the Goods, inclusive of a sum equal to the Value Added Tax (or equivalent Goods and Service Tax in the relevant country) chargeable on the value of the Goods, as stated in the Purchase Order Form;
“Parties” means the Purchaser and the Supplier;
“Purchase Order” means these General Terms and Conditions and the Purchase Order Form overleaf (including any Special Conditions entered on that Form and any continuation sheets of that Form as indicated);
“Purchaser” means the person named as the Purchaser in the Purchase Order Form;
“Purchaser’s Representative” means the individual authorised to act on behalf of the Purchaser for the purposes of the Purchase Order;
“Third Party” means MileOne Group’s exclusive customers;
“Staff” means all persons used by the Supplier in the performance of the Purchase Order, including the Supplier’s employees, agents and sub-contractors;
“Supplier” means the person named as the Supplier in the Purchase Order Form, his permitted successors and assigns;
- b) a reference to a statute includes the statute as subsequently amended or re-enacted;
- c) headings to Conditions shall not affect the interpretation of the Conditions;
d) where the context allows, the masculine includes the feminine and neuter, and the singular includes the plural and vice versa.
2. Entire Agreement
2.1 The Purchase Order constitutes the entire agreement between the Parties relating to the subject matter of the Purchase Order. The Purchase Order supersedes all prior negotiations, representations and understandings, whether written or oral, except that this condition shall not exclude liability in respect of any fraudulent misrepresentation.
2.2 In the event of any existing Agreement between the Parties prior or posterior the processing of the Purchase Order, this other Agreement will supersede General terms and Condition.
2.3. In the event of ambiguity or contraction, the terms and conditions of the Purchase Order, the Parties shall refer to:
- a) Any prior or posterior written agreement;
b) The Non-Disclosure Agreement.
3. The Goods
3.1 The Goods shall be to the reasonable satisfaction of the Purchaser and shall conform in all respects with any particulars specified in the Purchase Order Form and all other requirements of the Purchase Order.
3.2 The Goods shall conform in all respects with the requirements of any statutes, orders, regulations or by-laws in force at the date of the Purchase Order.
3.3 The Goods shall be fit and sufficient for the purpose for which such goods are ordinarily used. The Purchaser relies on the skill and judgment of the Supplier in the supply of the Goods and the performance of the Purchase Order.
3.4 The Goods are to be handled, stored and transported in accordance with all local legislation applicable. It is the Suppliers responsibility to ensure that they comply with the relevant legislative safety requirements.
4. Purchase Order Value
4.1 The Purchaser shall pay the Order Value to the Supplier in consideration of the supply of the Goods in accordance with the Purchase Order.
4.2 Unless otherwise Approved, the Supplier shall submit an original and a copy invoice, containing all appropriate references, in respect of each consignment delivered under the Purchase Order. Payment shall be made within 60 days of receipt by the Purchaser (at its nominated address for invoices) of the Supplier’s valid original invoice date or within 60 days after delivery of the Goods, whichever is the later.
4.3 Where the Supplier enters into a sub-contract for the provision of the whole or any part of the Goods, the Supplier shall ensure that a term is included in the sub-contract which requires the Supplier to pay all sums due to the sub-contractor within a specified period, not exceeding 60 days from the date of receipt of a valid invoice as defined by the terms of that sub-contract.
5.1 Carriage / freight costs shall be at the Supplier’s expense (Free Delivered Destination).
5.2 The Goods shall be delivered to the place named in the Purchase Order Form. Any access to the Purchaser’s premises and any labour or equipment that may be provided by the Purchaser in connection with delivery shall be provided without acceptance of any liability by the Purchaser. The Supplier shall indemnify the Purchaser against all claims, proceedings, actions, damages, costs, expenses and any other liability or loss in respect of any death or personal injury, or loss of or damage to property, occurring in the course of delivery or installation to the extent that such death or injury, or loss or damage, is caused directly or indirectly by any wrongful act or omission of the Supplier or any of his Staff.
5.3 Where any access to the Purchaser’s premises is necessary in connection with delivery or installation, the Supplier and his Staff shall comply with all security measures implemented by the Purchaser in respect of persons attending those premises. The Purchaser shall provide copies of his written security procedures to the Supplier on request. The Purchaser shall have the right to carry out any search of Staff or of vehicles used by the Supplier at the Purchaser’s premises.
5.4 The time of delivery shall be of the essence. Failure to deliver within the time specified in the Purchase Order shall entitle the Purchaser (at his option) to release himself from any obligation to accept and pay for the Goods and/or to cancel all or part of the order for the Goods, in either case without prejudice to his other rights and remedies pursuant to the Purchase Order.
5.5 If an event beyond the control of the Supplier and the Purchaser occurs, this will prevent the Supplier and the Purchaser from complying with any of their obligations under the Purchase Order agreement, including but not limited to: fires, explosions, earthquakes, drought, tidal waves and floods);
6. Property and Risk
6.1 Property and risk in the Goods shall remain the Supplier’s responsibility. The title shall pass to the Third Party when the delivery note is signed by the Third Party receiving.
7. Damage in Transit
7.1 On dispatch of any consignment of the Goods the Supplier shall send to the Purchaser at the address for delivery of the Goods an advice note specifying the means of transport, the place and date of dispatch, the number of packages and their weight and volume. The Supplier shall free of charge and as quickly as possible either repair or replace (at the option of the Purchaser) such of the Goods as may either be damaged in transit or having been placed in transit fail to be delivered to the Purchaser provided that:
- a) in the case of damage to Goods in transit the Purchaser shall within 14 days of delivery give notice to the Supplier that the Goods have been damaged;
b) in the case of non-delivery the Purchaser shall (provided that the Purchaser has been advised of the dispatch of the Goods) within 48 hours of the notified date of delivery give notice to the Supplier that the Goods have not been delivered.
8. Inspection, Rejection and Guarantee
8.1 The Supplier shall allow the Purchaser (or his approved Representative – Purchaser’s Representative) to make any inspections or tests he may reasonably require and the Supplier shall provide all reasonable facilities and assistance free of charge at his premises. No failure to make complaint at the time of such inspections or tests and no approval given during or after such inspections or tests shall constitute a waiver by the Purchaser of any rights or remedies in respect of the Goods.
8.2 The Purchaser may by written notice to the Supplier reject any of the Goods which fail to meet the requirements specified in the Purchase Order. Such notice shall be given within a reasonable time after delivery of the Goods concerned. If the Purchaser rejects any of the Goods pursuant to this Condition, the Purchaser shall be entitled (without prejudice to his other rights and remedies) either:
- a) to have the Goods concerned as quickly as possible either repaired by the Supplier or (at the option of the Purchaser) replaced by the Supplier with Goods which comply in all respects with the requirements of the Purchase Order; or
- b) to obtain a refund from the Supplier in respect of the Goods concerned.
8.3 The guarantee period applicable to the Goods shall be the individual consumption date on each food item as stipulated by the manufacturer. If the Purchaser shall within such guarantee period or within 30 days thereafter give written notice to the Supplier of any defect in any of the Goods which arises during such guarantee period under proper and normal use, the Supplier shall as quickly as possible remedy such defects (whether by repair or replacement at the option of the Purchaser) without cost to the Purchaser and without prejudice to any other rights or remedies of the Purchaser.
8.4 Any Goods rejected or returned pursuant to Condition 8.2 or 8.3 shall be returned to the Supplier at the Supplier’s risk and expense.
9. Labelling and Packaging
9.1 The Goods shall be packed and marked in a proper manner and in accordance with any statutory requirements and any requirements of the carriers. In particular the Goods shall be marked with the Order Number, the net and gross weights; the name of the contents shall be clearly marked on each container; all containers of hazardous goods (and all documents relating thereto) shall bear prominent and adequate warnings. The Supplier shall indemnify the Purchaser against all claims, proceedings, actions, damages, costs, expenses and any other liability or loss incurred by the Purchaser as a result of any breach of this Condition.
9.2 All packaging materials shall be either non-returnable and may be destroyed by the Purchaser or returnable at the Supplier’s expense. The Purchaser shall have no liability in respect of the non-arrival at the Supplier’s premises of empty packages returned by the Purchaser unless the Supplier shall notify the Purchaser of such non-arrival within 10 days of receiving notice from the Purchaser that the packages have been dispatched.
10. Authority Data
10.1 The Contractor shall use the content of the Purchase Order only as necessary for the performance of its obligations under this Contract unless otherwise authorised in writing by MileOne Group.
11. Protection of Personal Data
11.1 The Parties agree that MileOne Group is the Data Controller and that the Contractor is the Data Processor for the purposes of this Contract, and that the terms Personal Data.
11.2 The Contractor shall:
11.2.1 Process the Personal Data only in accordance with instructions from MileOne Group in order to meet its contractual and legal obligations;
11.2.2 implement appropriate technical and organisational measures to protect the Personal Data;
11.2.3 take reasonable steps to ensure the reliability of any Contractor’s Personnel including applicable vetting and security checks and ensure that all Contractor’s Personnel are informed of the confidential nature of the Personal Data and comply with the obligations set out in this clause;
11.2.4 not Process Personal Data without the prior written consent of MileOne Group and, where MileOne Group consents to a transfer, to comply with the applicable statutory requirements and any reasonable instructions notified to it by MileOne Group.
11.3 The Contractor shall comply at all times with the applicable data protection legislation and shall not perform its obligations under this Contract in such a way as to cause MileOne Group to breach any of its obligations under that legislation.
12. Freedom of Information
12.1 The Contractor acknowledges that MileOne Group is subject to the requirements of Information Law and shall assist and co-operate with MileOne Group to enable MileOne Group to comply with its disclosure obligations.
13. Intellectual Property Rights
13.1 The Supplier shall take all necessary measures to ensure that the Goods will not infringe any Intellectual Property Rights of any third party. The Supplier shall indemnify the Purchaser against all claims, proceedings, actions, damages, costs, expenses and any other liability or loss incurred by the Purchaser by reason of the possession or use by the Purchaser of any Goods, or other material delivered by the Supplier, which involves any infringement or alleged infringement of the Intellectual Property Rights of any third party. The provisions of this Condition 13.1 shall not apply in respect of any Goods or other materials which are made up in accordance with designs provided by the Purchaser.
13.2 All rights (including ownership and Intellectual Property Rights) in any specifications, instructions, plans, drawings, patterns, models, designs or other material provided or made available to the Supplier by the Purchaser pursuant to the Purchase Order shall remain vested solely in the Purchaser. Except to the extent necessary for the implementation of the Purchase Order, the Supplier shall not without prior Approval use or disclose any such specifications, plans, drawings, patterns, models or designs or other material which the Supplier may obtain pursuant to the Purchase Order.
14. Health and Safety – Limitation of liability
14.1 The Supplier shall take all reasonable measures to ensure that all necessary tests and examinations have been made or will be made prior to delivery of the Goods to ensure that the Goods are safe and without risk to the health or safety of persons using the Goods. The Supplier shall make available to the Purchaser adequate and exhaustive information about the use and consumption for which the Goods have been created and tested and about any conditions necessary to ensure that when put to use the Goods will be safe and without risk to health. The Supplier shall indemnify the Purchaser against all claims, proceedings, actions, damages, costs, expenses and any other liability or loss incurred by the Purchaser as a result of any breach of this Condition.
14.2 The Supplier shall take all measures necessary to comply with safety, health, hygiene, environment, and any binding act, law, regulation, orders, codes, or treaty relating to health and safety which may apply to the Supplier in the performance of the Purchase Order.
14.3 The Purchaser is acting as an Agent between the Supplier, and the Third Party. Therefore, the Supplier, acting as a professional aware of health, security, environment and hygiene questions, assumes and agrees, except to the extent expressly set forth in the Purchase Order, to cover any costs arising from his negligence, act or omission, and pay when and as due all liabilities, obligations and responsibilities expressly or implicitly set within the Purchase Order.
15. Indemnity and Insurance
15.1 Without prejudice to any other rights or remedies of the Purchaser pursuant to the Purchase Order, the Supplier shall indemnify the Purchaser against all claims, proceedings, actions, damages, costs, expenses and any other liability or loss incurred by the Purchaser in respect of any death or personal injury, or loss of or damage to property, to the extent that such death or injury, or loss or damage, is caused directly or indirectly by any defect in the Goods or any wrongful act or omission of the Supplier or his Staff.
15.2 The Supplier shall effect and maintain with a reputable insurance company a policy or policies of insurance covering all the matters which are the subject of indemnities under these Conditions. The Supplier shall produce to the Purchaser or the Purchaser’s Representative, on request, copies of the relevant policy or policies or other evidence confirming the existence and extent of the cover given by those policies, together with receipts or other evidence of payment of the latest premiums due under those policies. The terms of any insurance or the amount of cover shall not relieve the Supplier of any liabilities under the Purchase Order. It shall be the responsibility of the Supplier to determine the amount of insurance cover that will be adequate to enable the Supplier to satisfy any liability referred to in this Condition 15.2.
16. Recovery of Sums Due to Purchaser
16.1 Whenever under the Purchase Order any sum of money is recoverable from or payable by the Supplier (including any sum which the Supplier is liable to pay to the Purchaser in respect of any breach of the Purchase Order), the Purchaser may unilaterally deduct that sum from any sum then due or which at any later time becomes due to the Supplier under the Purchase Order or under any other contract with the Purchaser.
16.2 The Purchaser shall give at least 14 days’ notice to the Supplier of his intention to make a deduction under Condition 16.1, giving particulars of the sum to be recovered and the contract under which the payment arises from which the deduction is to be made.
16.3 Any overpayment by the Purchaser to the Supplier shall be a sum of money recoverable by the Purchaser from the Supplier.
17.1 The Supplier shall take all measures necessary to comply with the provisions of any enactment relating to security which may be applicable to the Supplier in the performance of the Purchase Order. The Supplier shall take all reasonable measures, by the display of notices or other appropriate means, to ensure that Staff have notice that such provisions will apply to them and will continue to apply to them, if so applicable, after the expiry or termination of the Purchase Order.
18.1 The Parties acknowledge that, except for any information which is declared by MileOne Group to fall within one or more of the exceptions in the Confidential Contract Information Exceptions Schedule the content of this Contract is not Confidential Information. Notwithstanding any other term of this Contract, the Contractor hereby gives consent for MileOne Group to publish the Contract in its entirety, including from time to time agreed changes to the Contract, to the general public. Prior to publication MileOne Group may, at its sole discretion, in whole or in part, redact information for one or more of the following grounds:
(a) national security;
(b) personal data;
(c) information protected by intellectual property law;
(d) information which it is not in the public interest to disclose;
(e) third party confidential information;
(f) IT security; or
(g) prevention of fraud.
18.2 Subject to 18.1, each Party
(a) shall treat as confidential all information obtained from the other Party under or in connection with the Contract;
(b) shall not disclose any of that information to any third party without the prior written consent of the other Party, except to such Persons and to such extent as may be necessary for the performance of the Contract;
(c) shall not use any of that information other than for the purposes of the Contract.
18.3 The Supplier shall take all necessary precautions to ensure that all information obtained from the Purchaser under or in connection with the Purchase Order –
- a) is given only to the minimum number of Staff and then only to the extent necessary for each member of Staff’s activities in the performance of the Purchase Order; and
- b) is treated as confidential and not disclosed (without prior Approval) or used by any Staff otherwise than for the purposes of the Purchase Order.
18.4 The provisions of Conditions 18.2, 18.3, 18.6, 18.8 shall not apply to any information
- a) which is or becomes public knowledge (otherwise than by breach of this Condition), or
- b) which is in the possession of the Party concerned, without restriction as to its disclosure, before receiving it from the disclosing Party, or
- c) which is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure.
18.5 Nothing in this Condition shall prevent the Purchaser disclosing any information obtained from the Supplier to any other department, office or agency, provided that in doing so the Purchaser discloses only the information which is necessary for the purpose concerned and requires that the information is treated in confidence.
18.6 The Supplier shall not, without prior Approval, use any confidential information obtained from the Purchaser for the solicitation of business from the Purchaser.
18.7 The obligations imposed by this Condition shall continue to apply after the expiry or termination of the Purchase Order.
18.8 The Supplier shall not make any public statement relating to the existence or performance of the Purchase Order without prior Approval, which shall not be unreasonably withheld.
19. Corrupt Gifts and Payments Of Commission
19.1 The Supplier shall not do (and warrants that in entering the Purchase Order he has not done) any of the following (referred to in this Condition as “prohibited acts”):
- a) offer, give or agree to give to any employee from MileOne Group any gift or consideration of any kind as an inducement or reward for doing or not doing any act in relation to the obtaining or performance of the Purchase Order or any other contract, or for showing or not showing favour or disfavour to any person in relation to the Purchase Order or any other contract;
- b) enter into the Purchase Order or any other contract in connection with which commission has been paid or has been agreed to be paid by him or on his behalf, or to his knowledge, unless before the Purchase Order is accepted particulars of any such commission and the terms and conditions of any such agreement for the payment of it have been disclosed in writing to the Purchaser.
19.2 If the Supplier of any Staff, or anyone acting on his behalf, commits any act of bribery or offense, with or without the knowledge of the Supplier, in relation to the Purchase Order or any other contract, the Purchaser shall be entitled:
- a) to terminate the Purchase Order and recover from the Supplier the amount of any loss resulting from the termination;
- b) to recover from the Supplier the amount or value of any such gift, consideration or commission; and
c) to recover from the Supplier any other loss sustained in consequence of any breach of this Condition, whether or not the Purchase Order has been terminated.
20. Unlawful Discrimination
20.1 The Supplier shall not unlawfully discriminate in its employment practices.
21. Transfer and Sub-Contracting
21.1 The Supplier shall not assign, sub-contract or in any other way dispose of the Purchase Order or any part of it without prior Approval.
21.2 The Supplier shall be responsible for the acts and omissions of his sub-contractors as though they were his own.
22. Service of Notices and Communications
22.1 Any notice or other communication which is to be given by either Party to the other pursuant to the Purchase Order shall be given by letter, or by facsimile transmission or electronic mail confirmed by letter. Such letters shall be delivered by hand or sent prepaid by first class post to the address of the other Party. If the other Party does not acknowledge receipt of any such letter, facsimile transmission or item of electronic mail, and the relevant letter is not returned as undelivered, the notice or communication shall be deemed to have been given 3 working days after the day on which the letter was posted.
23.1 If any provision of the Purchase Order is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the Purchase Order shall continue in full force and effect as if the Purchase Order had been executed with the invalid, illegal or unenforceable provision eliminated. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of the Purchase Order, the Parties shall immediately commence negotiations in good faith to remedy the invalidity.
24.1 The failure of either Party to exercise any right or remedy shall not constitute a waiver of that right or remedy. No waiver shall be effective unless it is communicated to the other Party in writing. A waiver of any right or remedy arising from a breach of the Purchase Order shall not constitute a waiver of any right or remedy arising from any other breach of the Purchase Order.
25.1 The Purchase Order shall not be varied unless such variation is agreed by the Parties in writing.
26. Termination on Change of Control and Insolvency
26.1 The Purchaser may terminate the Purchase Order by written notice having immediate effect if:
- a) the Supplier undergoes a change of control impacting adversely on the performance of the Purchase Order: the Supplier shall notify the Purchaser immediately when any such change of control occurs; or
- b) where the Supplier is an individual or a firm, the Supplier or any partner in the firm becomes bankrupt or has a receiving order or administration order or debt relief order or debt relief restriction order made against him; or makes any compromise or arrangement with or for the benefit of his creditors; or appears unable to pay a debt; or any similar event occurs; or
- c) where the Supplier is a company, the Supplier passes a resolution or the Court makes an order that the Supplier be wound up otherwise than for the purpose of solvent reconstruction or amalgamation; or a receiver, manager or administrator is appointed on behalf of a creditor in respect of the Supplier’s business or any part of it; or the Supplier is unable to pay his debt; or any similar event occurs.
27. Termination on Breach
27.1 The Purchaser may terminate the Purchase Order by written notice to the Supplier with immediate effect if the Supplier is in breach of the Purchase Order and:
- a) the Supplier has not remedied the breach to the satisfaction of the Purchaser within:
|Daily deliveries||Same day (24 hours)|
|Weekly deliveries||7 days|
|Monthly deliveries||15 days|
after service of written notice specifying the breach and requiring it to be remedied; or
- b) the breach is not capable of remedy; or
c) the breach is a fundamental breach of contract.
28. Dispute Resolution
28.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Purchase Order. By agreement, the Parties may refer a dispute to mediation by a neutral adviser or mediator appointed by the Parties or by the Centre for Dispute Resolution. All negotiations occurring in the course of such mediation shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings.
If nothing is agreed during the mediation process within a period of 30 days, the Parties agrees to settle their dispute though Arbitration, at a location mutually agreeable to the Parties. An award of arbitration may be confirmed in a court of competent jurisdiction.
29. Law and Jurisdiction
29.1 In a case of a failure of the Arbitration process, this Purchase Order shall be governed by and interpreted in accordance with the law of England and Wales and shall be subject to the exclusive jurisdiction of the Courts of England and Wales.