DC THOMSON & CO LTD STANDARD TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS AND SERVICES
1. DEFINITIONS AND INTERPRETATION The provisions of the Schedule will apply to these Conditions.
2. CONTRACT FORMATION 2.1 The Supplier’s quotation constitutes an offer by the Supplier to supply the Goods and/or Services to the Customer on these Conditions. The Customer is under no obligation to accept the quotation. A contract for the supply of Goods and Services by the Supplier to the Customer on these Conditions will be formed when the Customer accepts the quotation by issuing the Order to the Supplier. 2.2 Delivery or commencement of the Services will be deemed conclusive evidence of the Supplier’s acceptance of these Conditions. 2.3 These Conditions are the only terms and conditions on which the Customer will purchase goods and/or services from the Supplier and will apply to the exclusion of all other terms and conditions, including any which the Supplier purports to apply, and any terms and conditions which may otherwise be implied by trade, custom, practice or course of dealing. 2.4 The Supplier may not cancel the Contract. The Customer may cancel the Contract in whole or in part immediately by giving written notice to that effect to the Supplier at least 21 days before the delivery date set out in the Supplier’s quotation. If the Customer exercises its right of cancellation under this Condition 2.4 the Customer’s sole liability will be to pay to the Supplier fair and reasonable compensation for work-in-progress at the time of cancellation but such compensation will not include loss of profits (whether direct or indirect and whether actual or anticipated) or any indirect or consequential loss. 2.5 The Customer may, by giving written notice to the Supplier at least 21 days before the delivery date set out in the Supplier’s quotation or the Order vary the delivery date or address. If any such variation results in an increase in the Supplier’s costs of performing, or the time required for performance of, the Contract the parties will agree an equitable adjustment to the price, delivery schedule or both. 2.6 The Supplier may not deliver the Goods by separate instalments unless the Customer gives its prior written consent to this. If the Customer gives such consent, the Supplier will invoice the Price for each instalment separately in accordance with Condition 8.4 and the Customer will be entitled, at its sole discretion, to exercise its rights and remedies (whether under these Conditions or otherwise) in respect of the relevant instalment or the whole Contract. 2.7 The Supplier will comply with all Applicable Laws in performing its obligations under the Contract.
3. THE GOODS 3.1 The quantity and description of the Goods will be as set out in the Order and any Specification. 3.2 Where a sample has been provided to the Company before the contract is formed and such sample has been approved/accepted by the Company, the Contract is a sale by sample. 3.3 The Supplier will maintain and observe quality control and supplier quality assurance standards in respect of the Goods and Services in accordance with the requirements of the Customer, relevant British Standards and the requirements of any relevant statutory and regulatory bodies.
4. DELIVERY 4.1 The Supplier will deliver the Goods to the address specified in the Order on the date specified in the Order or, if no date is specified in the Order, on the date which is the thirtieth day from and including the date of the Order (unless the parties agree otherwise in writing). The Supplier will be responsible for off-loading the Goods from the delivery vehicle. Delivery of the Goods will occur when they have been off-loaded at the delivery address. 4.2 The Supplier will ensure that: 4.2.1 the Goods are marked in accordance with the Customer’s instructions and any Applicable Laws and any applicable requirements of any carrier and are properly packed and secured so as to reach their destination in an undamaged condition; 4.2.2 the delivery is accompanied by a prominently displayed delivery note which shows the Order number, date of Order, type and quantity of Goods, code numbers of Goods (if applicable), any special storage instructions and, where delivery by instalments is permitted under Condition 2.6, the outstanding balance of Goods remaining to be delivered; and 4.2.3 on or before Delivery the Customer is supplied with all operating and safety instructions, clearly displayed warning notices and such other information as may be necessary for the proper use, maintenance and repair of the Goods. 4.3 If the Supplier fails to deliver the Goods on the date specified in Condition 4.1, without prejudice to any other rights or remedies of the Customer (whether express or implied), the Customer may terminate the Contract immediately by giving written notice to that effect to the Supplier, in which case the Supplier will refund any monies already paid by the Customer under the Contract in relation to the Goods that have not been delivered. 4.4 If the Supplier delivers a quantity of Goods which is more or less than the quantity set out in the Contract, the Customer will be entitled to reject the Goods delivered or (where applicable) the excess Goods and the rejected Goods will be returnable at the Supplier’s risk and expense. If the Customer accepts delivery of a quantity of Goods which is more or less than the quantity set out in the Contract (including a quantity which does not trigger the Customer’s right of rejection under this Condition 4.4) the sum invoiced by the Supplier under Condition 8.4 will be adjusted on a pro rata basis to take account of the over or under delivery. 4.5 Risk in and ownership of the Goods will pass to the Customer on Delivery.
5. DEFECTIVE GOODS 5.1 The Supplier will ensure that the Goods will: 5.1.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979; 5.1.2 be fit for any purpose held out by the Supplier or made known to the Supplier expressly or by implication and in this respect the Customer relies on the Supplier’s skill and judgement; 5.1.3 correspond with their description; 5.1.4 conform to the Specification; 5.1.5 be free from defects in design, materials and workmanship; 5.1.6 comply with all relevant Applicable Laws; and 5.1.7 be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health. 5.2 Without prejudice to any other rights or remedies of the Customer (whether express or implied), if any Goods do not conform with any of the terms of Condition 5.1 the Customer may (whether or not the Goods have been accepted): 5.2.1 terminate the Contract immediately by giving written notice to that effect to the Supplier; or 5.2.2 require the Supplier, at the Customer’s option, to within 14 days of request repair or replace the relevant Goods free of charge or to refund the Price for the relevant Goods (or in respect of emergency cases, such shorter period agreed between the parties). 5.3 Condition 5.2 will apply to any repaired or replacement Goods supplied under Condition 5.2.2.
6. INDEMNITY 6.1 The Supplier will indemnify, keep indemnified and hold harmless the Customer in full and on demand from and against all liabilities (including any tax liability) direct, indirect and consequential losses, damages, claims, proceedings and legal costs (on an indemnity basis), judgments and costs (including costs of enforcement) and expenses which the Customer incurs or suffers directly or indirectly in any way whosoever as a result of or in connection with a breach of, or a failure to perform or defect or delay in performance or negligent performance of, any of the Supplier’s obligations under the Contract, provided that this Condition 6 will not apply to Condition 10. 6.2 Without prejudice to Condition 6.1, if any person claims that the possession and/or use and/or sale of the Goods by the Customer and/or its customers, officers, employees, agents or sub-contractors infringes the Intellectual Property Rights of that or any other person (“IPR Claim”), the Supplier will indemnify, keep indemnified and hold harmless the Customer, its customers, officers, employees, agents and subcontractors in full and on demand from and against all liabilities (including any tax liability) direct, indirect and consequential losses, damages, claims, proceedings and legal costs (on an indemnity basis), judgments and costs (including costs of enforcement) and expenses which the Customer, its customers, officers, employees, agents or sub-contractors incurs or suffers directly or indirectly in any way whosoever as a result of or in connection with that IPR Claim (including the defence and any settlement of such claim).
7. SERVICES 7.1 The Supplier will, in performing the Services: 7.1.1 use the degree of skill, care, prudence, supervision, diligence, foresight, quality control and quality management which would be adopted by a leading professional provider of the Services; 7.1.2 use appropriately qualified, trained and experienced personnel; 7.1.3 fulfil all requirements set out in the Order; 7.1.4 conduct itself in a safe manner which is free from any unreasonable or avoidable risk to any person’s health and well-being and in an economic and efficient manner; 7.1.5 fully co-operate with the Customer’s agents, representatives and contractors; 7.1.6 ensure that it has and maintains all licences, permissions and consents required from time to time; 7.1.7 comply with all health and safety and security policies that apply at the Customer’s premises and all lawful and reasonable directions of the Customer; and 7.1.8 not do or omit to do anything which may cause the Customer to lose any licence, permission or consent or to be in breach of any Applicable Law. 7.2 The Supplier will perform the Services on the performance dates set out in the Order. Time for provision of the Services will be of the essence of the Contract.
8. PRICE AND PAYMENT 8.1 Subject to: 8.1.1 the Supplier performing its obligations in accordance with the terms of the Contract; and 8.1.2 (unless otherwise agreed in writing by a member of the Customer’s Procurement team) the Supplier obtaining a valid Purchase Order for the same from the Customer, the Supplier may invoice, and the Customer will pay, the Prices and Charges to the Supplier in accordance with this Condition 8. 8.2 The only monies to be paid by the Customer in connection with the supply of the Goods and the performance of the Services are the Prices and the Charges, up to the amounts specified in the Purchase Order. Such sums will be inclusive of all costs and expenses incurred by the Supplier (including all packaging, insurance, carriage and delivery costs). 8.3 Any sum payable under the Contract is exclusive of value added tax (and any other similar or equivalent taxes, duties, fees and levies imposed from time to time by any government or other authority) which will be payable in addition to that sum in the manner and at the rate prescribed by law from time to time, subject to receipt by the paying party of a valid value added tax invoice. 8.4 The Supplier will invoice the Customer for the Prices for the Goods and the Charges following Delivery. 8.5 The Supplier will invoice the Customer for the Charges for the Services following completion of the Services. 8.6 Each invoice will reference the applicable Purchase Order and be a valid value added tax invoice and will be sent to the Customer at the address and marked for the attention of the individual as may be notified by the Customer to the Supplier from time to time. 8.7 Subject to Conditions 8.1, 8.8, 8.9, 8.10 and 8.12, each invoice will be payable by the Customer Net 45 days following the date on which the invoice is received by the Customer. For the avoidance of doubt, an invoice will not be due or payable unless it has complied with the Purchase Order requirements set out in Condition 8.1. 8.8 Notwithstanding any purported contrary appropriation by the Supplier, the Customer will be entitled, by giving written notice to the Supplier, to appropriate any payment by the Customer to any invoice issued by the Supplier. 8.9 No payment made by the Customer will constitute acceptance or approval by the Customer of the Goods or Services or otherwise prejudice any rights or remedies which the Customer may have against the Supplier including the right to recover any amount overpaid or wrongfully paid to the Supplier. 8.10 If the Customer, on bona fide grounds, disputes any part of an amount invoiced by the Supplier, the Customer will, within 30 days of the date of receipt of the relevant invoice, notify the Supplier in writing of such dispute giving full details of the nature of the dispute and the amount that it claims should have been invoiced and: 8.10.1 the Customer will pay that part of the invoice which is not the Disputed Sum in accordance with Condition 8.7; 8.10.2 the Customer will be entitled to withhold payment of the Disputed Sum; 8.10.3 Condition 16.2 will apply to the dispute; 8.10.4 the Supplier will provide all such information and evidence as may be reasonably necessary to verify the Disputed Sum; and 8.10.5 following resolution of the dispute the Customer will, within 45 days, pay to the Supplier that part of the Disputed Sum (if any) as it is resolved is payable by the Customer. For the avoidance of doubt, if the Customer fails to notify any dispute about the amount of an invoice to the Supplier in accordance with this Condition 8.10, this will not constitute a waiver of the Customer’s right to dispute the amount of that invoice. 8.11 If any sum payable under the Contract is not paid on or before the due date for payment the Supplier will be entitled to charge the Customer interest on that sum at 2% per annum above the base lending rate from time to time of Barclays Bank plc from the due date until the date of payment (whether before or after judgment), such interest to accrue on a daily basis. Such interest will not be chargeable on any Disputed Sum, provided that if it is agreed or determined under Condition 16.2 that part or all of the Disputed Sum is payable, interest will be chargeable on the relevant part of the Disputed Sum in accordance with this Condition 8.11 but from the date on which payment of that sum is due in accordance with Condition 8.10.5 rather than from the date on which payment of the original invoice which included that sum was originally due. The parties agree that this Condition 8.11 is a substantial remedy for late payment of any sum payable under the Contract, for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998. 8.12 The Customer will be entitled to set-off any liability which the Supplier has to it against any liability which it has to the Supplier, whether such liability is present or future, liquidated or unliquidated, under the Contract or any other contract between the parties or other cause of action.
9. THE CUSTOMER’S PROPERTY All materials, equipment, tools, dies and moulds supplied by the Customer to the Supplier will at all times: 9.1 be and remain the exclusive property of the Customer; 9.2 be held by the Supplier in safe custody at its own risk; 9.3 be maintained and kept in good condition by the Supplier until returned to the Customer; 9.4 not be disposed of other than in accordance with the Customer’s written instructions; 9.5 not be used otherwise than as authorised by the Customer in writing; and 9.6 be returned to the Customer on demand.
10. ANTI-CORRUPTION 10.1 The Supplier will, and will procure that its officers, employees, agents, sub-contractors and any other persons who perform services for or on behalf of it in connection with these Conditions will: 10.1.1 not commit any act or omission which causes or could cause it or the Customer to breach, or commit an offence under, any laws relating to anti-bribery and/or anti-corruption; 10.1.2 comply with the Customer’s anti-corruption policy as updated from time to time; 10.1.3 keep accurate and up to date records showing all payments made and received and all other advantages given and received by it in connection with these Conditions and the steps it takes to comply with this Condition, and permit the Customer to inspect those records as reasonably required; 10.1.4 promptly notify the Customer of: 10.1.4.1 any request or demand for any financial or other advantage received by it; and 10.1.4.2 any financial or other advantage it gives or intends to give whether directly or indirectly in connection with these Conditions; and 10.1.5 promptly notify the Customer of any breach of this Condition. 10.2 The Customer may terminate a Contract immediately by giving written notice to that effect to the Supplier if the Supplier is in breach of Condition 10.1.
11. TERMINATION 11.1 If either party: 11.1.1 commits a material breach of the Contract which cannot be remedied; or 11.1.2 commits a material breach of the Contract which can be remedied but fails to remedy that breach within 30 days of a written notice setting out the breach and requiring it to be remedied being given by the other party, the non-breaching party may terminate the Contract by giving not less than 7 days’ written notice to that effect to the other party. 11.2 Either party may terminate the Contract immediately by giving written notice to that effect to the other party if the other party becomes Insolvent. The parties will notify each other immediately upon becoming Insolvent. 11.3 The parties acknowledge and agree that: Page 2 of 2 11.3.1 if, at any time, the Customer is entitled to exercise more than one right of termination under the Contract, the Customer may, at its sole discretion, elect which (if any) termination right it wishes to exercise; and 11.3.2 without prejudice to Condition 11.3.1, if the Customer gives notice to terminate the Contract and during the applicable notice period (“Notice Period”) a right arises for the Customer to terminate the Contract immediately or by giving a shorter period of notice than that which is still to run under the Notice Period (“New Termination Right”), the New Termination Right can be exercised. 11.4 Following expiry or termination of the Contract: 11.4.1 Conditions 1, 4.3, 5, 6, 10, 14, 15, 16 and the Schedule will continue in force, together with any other Conditions which expressly or impliedly continue to have effect after expiry or termination of the Contract; and 11.4.2 all other rights and obligations will immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the date of expiry or termination.
12. CONFIDENTIALITY 12.1 In this Condition 12, “Confidential Information” means any information (whether written, oral, in electronic form or in any other media) that: 12.1.1 is disclosed by or on behalf of a party (the “Discloser”) to the other party (the “Recipient”) in connection with the Contract and that relates (in whole or in part) to the Discloser or its business but excluding any information that falls within the exclusions set out in Condition 12.4. 12.2 The Recipient will: 12.2.1 keep the Confidential Information secret, safe and secure and will only disclose it in the manner and to the extent expressly permitted by the Contract; and 12.2.2 use the Confidential Information only to the extent necessary for the performance of its obligations under the Contract. 12.3 The Recipient may disclose Confidential Information: 12.3.1 to such of its officers and employees and, in our case, agents and sub-contractors, who need access to that Confidential Information for the purpose of complying with its obligations under the Contract; 12.3.2 to the extent necessary in order to be able to refer a dispute for resolution in accordance with Condition 16; and 12.3.3 to the extent required by applicable law or a court of competent jurisdiction or the rules of a regulatory authority. 12.4 The Recipient’s obligations under this Condition 12 will not extend to Confidential Information which the Recipient can prove: 12.4.1 has ceased to be secret without default on the Recipient’s part; 12.4.2 was already in the Recipient’s possession prior to disclosure by or on behalf of the Discloser; 12.4.3 has been received from a third party who did not acquire it in confidence and who is free to make it available to the Recipient without limitation; or 12.4.4 at the time of disclosure was in the public domain or subsequently enters into the public domain without default of the Recipient. 12.5 The Recipient acknowledges and agrees that damages alone would not be an adequate remedy for breach of this Condition 12 by the Recipient. Accordingly, the Discloser will be entitled, without having to prove special damages, to equitable relief (including injunction and specific performance) for any breach or threatened breach of this Condition 12 by the Recipient.
13. ASSIGNMENT AND SUB-CONTRACTING 13.1 The Supplier will not be entitled to assign, transfer, charge, hold on trust for any person, subcontract or deal with in any other manner any of its rights or obligations under the Contract. 13.2 The Customer will be entitled to assign, transfer, charge, hold on trust for any person, subcontract or deal in any other manner with any of its rights or obligations under the Contract.
14. NOTICES 14.1 Subject to Condition 14.4, any notice or other communication given under or in connection with the Contract will be in writing and: 14.1.1 sent by pre-paid first class post to the relevant party’s address; 14.1.2 delivered to or left at (but not, in either case, by post) the relevant party’s address; or 14.1.3 sent by facsimile to the relevant party’s facsimile number; or 14.1.4 sent by e-mail to that party’s e-mail address, and, in the case of any notice or other communication to be given to the Customer, marked for the attention of the specified representative of the Customer. The address, facsimile number and representative for the Customer are set out below, the Customer’s email address will be the one notified to the Supplier and the address and facsimile number for the Supplier are those detailed in any quotation, acknowledgement of order or other document received by the Customer from the Supplier, and any of them may be changed by the relevant party giving at least 30 days’ notice in accordance with this Condition 14. 2 Albert Square, Dundee DD1 1DD Fax: +44 (0)20 7117 4060 For the attention of: Group Legal 14.2 Any notice or communication given in accordance with Condition 14.1 will be deemed to have been served: 14.2.1 if given as set out in Condition 14.1.1, at 9.00 a.m. on the second Business Day after the date of posting; 14.2.2 if given as set out in Condition 14.1.2, at the time the notice or communication is delivered to or left at that party’s address; and 14.2.3 if given as set out in Condition 14.1.3, at the time of confirmation of completion of transmission of the facsimile by way of a transmission report; 14.2.4 if given as set out in Condition 14.1.4, at the time of sending (unless an automatic out of office message is received in response in which case that notice provided that if a notice or communication is deemed to be served before 9.00am on a Business Day it will be deemed to be served at 9.00am on that Business Day and if it is deemed to be served on a day which is not a Business Day or after 5.00pm on a Business Day it will be deemed to be served at 9.00am on the immediately following Business Day. 14.3 To prove service of a notice or communication it will be sufficient to prove that the provisions of Condition 14.1 were complied with. 14.4 This Condition 14 will not apply to the service of any proceedings or other documents in a legal action to which the Civil Procedure Rules apply.
15. GENERAL 15.1 The Contract constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter and: 15.1.1 neither party has entered into the Contract in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement (whether made by the other party or any other person) which is not expressly set out in the Contract; and 15.1.2 nothing in this Condition 15.1 will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation. 15.2 A delay in exercising or failure to exercise a right or remedy under or in connection with the Contract will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right, remedy, breach or default will only be valid if it is in writing and signed by the party giving it and only in the circumstances and for the purpose for which it was given and will not constitute a waiver of any other right, remedy, breach or default. 15.3 If any term of the Contract is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from the Contract and this will not affect the remainder of the Contract which will continue in full force and effect. 15.4 No variation to the Contract will be effective unless it is in writing and signed by a duly authorised representative on behalf of each of the parties. 15.5 Nothing in the Contract and no action taken by the parties in connection with it or them will create a partnership or joint venture or relationship of employer and employee between the parties or give either party authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do so. 15.6 Each party agrees that it is an independent contractor and is entering into the Contract as principal and not as agent for or for the benefit of any other person. 15.7 The Customer’s officers, employees, agents and subcontractors will be entitled to enforce Condition 6.2 subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999 and the terms of the Contract. 15.8 The parties may vary or rescind the Contract without the consent of the Customer’s customers, officers, employees, agents and sub-contractors. 15.9 Save as provided in Condition 15.7, the parties do not intend that any term of the Contract will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person. 15.10 The Customer’s rights and remedies set out in these Conditions are in addition to and not exclusive of any rights and remedies provided by law.
16. GOVERNING LAW 16.1 The Contract and any non-contractual obligations arising out of or in connection with it will be governed by Scottish law. 16.2 Each party agrees that the courts of Scotland have exclusive jurisdiction to determine any dispute arising out of or in connection with the Contract (including in relation to any non-contractual obligations).
In these Conditions, the following words and expressions have the following meanings unless the context otherwise requires: “Applicable Law” any: (a) statute, statutory instrument, bye-law, order, directive, treaty, decree or law (including any common law, judgment, demand, order or decision of any court, regulator or tribunal); (b) legally binding rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body; and/or (c) legally binding industry code of conduct or guideline which relates to the Contract and/or the Goods and/or the Services “Business Day” a day that is not a Saturday, Sunday or public or bank holiday in England and/or Scotland “Charges” the charges for the Services set out in the Order “Conditions” these standard terms and conditions of purchase, as varied from time to time in accordance with Condition 15.4 “Contract” the contract between the Supplier and the Customer for the supply of the Goods and Services formed in accordance with Condition 1 “Customer” DC Thomson & Co Limited (registered number SC005830) whose registered office is at 2 Albert Square, Dundee DD1 1DD and/or any company in its group which is notified to the Supplier from time to time as being party to a Contract before the Contract is formed. “Delivery” the time at which delivery of the Goods occurs in accordance with Condition 4 “Disputed Sum” that part of an amount invoiced by the Supplier which is the subject of a bona fide dispute, as notified by the Customer to the Supplier under Condition 8.10 “Goods” the goods set out in the Order “Insolvent” the Supplier is Insolvent where it: (a) gives notice under section 84 Insolvency Act 1986 of, proposes or passes a resolution for, its winding up or in the case of a limited liability partnership proposes or determines that it will be wound up (save for the purpose of a solvent reconstruction or amalgamation); (b) has a winding-up order or a notice of striking off made in respect of it; (c) (i) has an administration order or an application for an administration order made in respect of it; or (ii) has a notice of appointment of an administrator or a notice of intention to appoint an administrator filed in respect of it at any court; (d) proposes, makes or is subject to: (i) a company voluntary arrangement; (ii) a composition with its creditors generally; (iii) an application to a court of competent jurisdiction for protection from its creditors generally; or (iv) a scheme of arrangement under Part 26 Companies Act 2006 (save for the purpose of a solvent reconstruction or amalgamation); (e) has a receiver or a provisional liquidator appointed over any of its assets, undertaking or income; (f) ceases to trade or appears, in the reasonable opinion of the other party, to be likely to cease to trade; or (g) is the subject of anything analogous to the foregoing under the laws of any applicable jurisdiction. “Intellectual Property Rights” all intellectual and industrial property rights of any kind whatsoever including patents, supplementary protection certificates, rights in know-how, registered trade marks, registered designs, models, unregistered design rights, unregistered trade marks, rights to prevent passing off or unfair competition and copyright (whether in drawings, plans, specifications, designs and computer software or otherwise), database rights, topography rights, any rights in any invention, discovery or process, and applications for and rights to apply for any of the foregoing, in each case in the United Kingdom and all other countries in the world and together with all renewals, extensions, continuations, divisions, reissues, re-examinations and substitutions “Order” the Customer’s written acceptance of the Supplier’s quotation for the supply of goods and services to the Customer “Purchase Order” means the purchase order generated or to be generated by the Customer in respect of the sums due or anticipated to be due under a Contract “Price” the prices for the Goods set out in the Order “Services” the services set out in the Order “Specification” the written technical specification for the Goods set out or referred to in the Order “Supplier” the person named as the supplier in the Order 1. references to Conditions are to conditions of these Conditions; 2. all headings are for ease of reference only and will not affect the construction or interpretation of these Conditions; 3. unless the context otherwise requires: a. references to the singular include the plural and vice versa and references to any gender include every gender; b. references to a “person” include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality); c. references to any statute or statutory provision will include any subordinate legislation made under it and will be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time; 4. any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them; 5. any reference to: a. time of day is to London time; b. a day is to a period of 24 hours running from midnight to midnight; 6. an obligation on a party to procure or ensure the performance or standing of another person will be construed as a primary obligation of that party.
LAST UPDATED: May 2017