1. Definitions

1.1       The following terms shall have the following meanings:

“the Company”                        shall mean ANCALA WATER SERVICES (DEFENCE) Limited

“the Contract”                          shall mean each agreement between the Vendor and the Company for the supply of the Goods and Services

“the Goods and Services”       shall mean the Goods and Services supplied by the Vendor pursuant to the Purchase Order

“the Purchase Order”             shall mean the Purchase Order and/or Purchase Order Amendment placed by the Company with the Vendor

“the Vendor”                            shall mean the Company, firm, or individual to whom the Purchase Order is addressed

2. General

The Company only purchases Goods and Services on these conditions which in the case of conflict override any terms and conditions imposed by the Vendor. The conditions can only be varied in writing by the Purchase Order signed by the Company’s authorised representative.

3. Acceptance

3.1     The Company shall only be bound by orders placed on its official Purchase Order Form.

3.2     The purchase of materials or components by the Vendor for the purpose of any Purchase Order or the commencement of work shall be deemed to be acceptance of the Purchase Order and of these conditions.

3.3     Purchase Order Acknowledgements will be forwarded to the Company by the Vendor for all Purchase Orders issued in order to confirm receipt.  In all cases acknowledgements are deemed to be acceptance of these General Terms and Conditions of Purchase  and no other Conditions will be accepted unless agreed prior to the placement of the Purchase Order.

4. Quality

The Goods and Services shall:

4.1       conform as to quality and description with the Purchase Order and all relevant specifications/standards and associated drawings;

4.2       be of sound manufacture and workmanship;

4.3       be equal in all respects to any sample patterns or specifications provided by the Vendor and approved by the Company;

4.4       be capable of the standard of performance specified in the Purchase Order.  In the absence of any specifications, standards, drawings, etc stated within the Purchase Order all Goods and Services shall be within normal limits of industrial quality.

4.5       be fit for any particular purpose expressly or by implication indicated by the Company either prior to or in the Purchase Order; and

4.6       In performing its obligations under the Agreement, the Contractor shall and shall procure that each member of its Group comply with all Applicable Laws, statutes, regulations from time to time in force including but not limited to:

Regulation 25 of The Water Supply (Water Quality) (Amendment) Regulations 1989, and any subsequent updates, revisions, amendments.  (It is the Vendor’s responsibility to keep himself fully informed of all such statutory and regulatory requirements)

and

The Companies Mandatory Policies: including:

Modern Slavery and Human Trafficking Policy
Corporate and Social Responsibility Policy
Anti-bribery and Anti-corruption Policy
Ethics Policy
Data and Privacy Policy
Health & Safety Policy
IT Security Policy

The Employer may terminate this Agreement with immediate effect by giving written notice to the Contractor if the Contractor commits a breach of this clause.

4.7       Comply in all respects with the latest issue of the Health & Safety at Work Act and COSHH Regulations.

5. Inspection and Testing

5.1       Prior to despatch the Vendor shall carefully inspect and test the Goods and Services for compliance with the Purchase Order and shall upon request of the Company supply the Company with certified copies of all the test/inspection sheets upon which the Company shall be entitled to rely, and the provision of such shall be deemed as included in the Purchase Order Price.

5.2       The Vendor shall permit (and secure the necessary access and facilities for) the Company to inspect and test the Goods at all reasonable times during manufacture in the Vendor’s works and/or their subcontractor’s premises.

5.3       If at any time the Company is of the reasonable opinion that the Goods and Services do not, or are unlikely to, comply with the Purchase Order then the Company shall notify the Vendor and the Vendor shall immediately take steps to ensure compliance failing which the Company may treat the contract as repudiated by the Vendor.

5.4       The failure of the Company to exercise its rights under 5.3 above or the existence of the test certificates shall not limit in any way the Company’s rights and remedies in respect of defective Goods and Services.

6. Performance

6.1       The date of delivery of the Goods and Services shall be that stated on the Purchase Order unless otherwise agreed in writing with the Company and confirmed by Purchase Order Amendment.  The time stipulated for delivery shall be of the essence.

6.2      The Vendor shall, at it’s own expense, store, safeguard and prevent deterioration in the Goods (including Goods which the Company are unable to accept delivery of at the time such are due for delivery) until they are required by the Company.

6.3     The Vendor shall deliver the Goods and Services during the normal working hours of 08.00 to 16.00 Monday to Friday (unless other times are specifically agreed) as required by the Purchase Order or as subsequently notified to the Vendor by the Company. All deliveries shall be accompanied by a delivery note containing the Purchase Order Number, the date of the Purchase Order, and the quantity of the Goods supplied. All Goods and Services must be delivered at the correct delivery point as stated in the Purchase Order. If the Vendor delivers to the incorrect delivery point the Vendor will be responsible for additional expense incurred by the Company for delivery to the correct destination which will be deducted from the Vendor’s invoice.

6.4     If the whole or part of the Goods and Services are not completed within the time or times specified in the Purchase Order (or any extension permitted by the Company in writing) the Company may determine the contract in respect of such Goods and Services and (if it so elects) any others where Goods and Services have already been supplied but cannot be commercially used without such Goods and Services and the Company shall be entitled to return (at the Vendor’s risk and cost) any such unusable goods and recover from the Vendor any consequential loss including the additional cost (if any) of acquiring Goods or Services of a similar description from another Vendor.

6.5      The Vendor shall provide at it’s own cost all necessary packing to protect the Goods (which shall be non-returnable unless otherwise agreed in writing) and shall be responsible for ensuring the Goods are properly packed and secured and received by the Company in an acceptable condition.

6.6     The Vendor shall furnish programmes and delivery schedules as the Company may reasonably require and the Vendor shall give notice to the Company as soon as practical if the Goods or Services are likely to be delayed.

6.7     The Vendor shall ensure that when delivering the Goods and Services it and all its agents and sub contractors comply with the Company’s site rules.

6.8     The Company shall have no responsibility (except in respect of death or personal injury resulting from negligence) arising out of the condition of the Company’s premises.

7. Force Majeure

If a delivery by the Vendor, or the acceptance by the Company of a delivery, is delayed or prevented because the manufacture of the Goods and Services, their delivery to the Company by usual route, or the consumption or use of the Goods and Services by the Company in the ordinary course of the business has been or is being prevented or hindered by circumstances beyond the reasonable control of either party, including any form of Government intervention, such delivery shall be suspended, and if it cannot be made within a reasonable time after the due date, the delivery may be cancelled by either party in writing by letter, cable, telex or facsimile to the other. Where more than one delivery is to be made under the contract, deliveries not cancelled will be resumed as soon as the circumstances causing the delay cease, but except where both parties otherwise agree the period during which deliveries are to be made will not be extended. The Company shall pay such sum as may be equitable in respect of work performed prior to cancellation.

8. Property

8.1     Property in Goods shall pass to the Company on completion of unloading at the Company’s premises but without prejudice to the Company’s right to reject any defective Goods. Delivery of Goods to a carrier shall not be deemed to constitute delivery to the Company and section 32(1) of the Sale of Goods Act 1979 shall not apply.

8.2     The Vendor shall indemnify the Company against all costs, claims, proceedings, or demands in respect of any infringement of letters, patent, registered design, trademark or copyright arising out of the sale or use of any Goods and Services supplied under this Purchase Order, provided always that the Vendor shall not be required to indemnify the Company against such infringements where the Goods and Services are supplied to the particular design of the Company.

9. Defects

9.1       This condition shall apply to any Goods and Services which:

9.1.1    fail to meet the requirements set out within the Purchase Order;

9.1.2    are notified to the Vendor within three months of the Purchase Order as not complying with the Purchase Order;

9.1.3    are notified to the Vendor within 12 months of delivery of Goods or completion of Services as being defective or unsuitable for their intended purpose; or

9.1.4    deteriorate or are damaged or lost in transit.

9.2       When 9.1 applies to Goods and Services the Company may notify the Vendor in writing setting out details of the defects discovered and the Company may elect as follows:

9.2.1    to reject the Goods and Services and require the Vendor to repay any amount previously paid;

9.2.2    to require the Vendor to repair, modify or replace the Goods or re-execute the services (if this is done at the Vendor’s premises it shall be responsible for all transport cost and shall be responsible for the Goods);

9.2.3    to require the Vendor to pay the expenses and charges of a third party repairing or modifying the Goods or re-executing the service.

9.3     The Vendor shall be responsible for any additional expenditure incurred and any consequential loss attributable directly of indirectly to defects in the Goods and Services or to their non-availability.

10. Prices and Payment

10.1   The prices stated in the Purchase Order are fixed prices and exclude VAT but include packing, delivery, the provision of test/inspection sheets, cost of plant, equipment, haulage, other requisites for the execution of the Purchase Order and insurance.

10.2   Unless otherwise agreed in writing the Company shall make payment within 30 days of receipt or agreement of the invoice.

10.3   The Company reserves the right to deduct from the Vendor and set off against any monies due or accruing due to the Company and it’s associated companies on whatever account.

10.4     Upon request by the Company the Vendor will supply within 10 days a detailed cost breakdown of labour, materials, overheads and profit for all Goods and/or Services included on the Purchase Order.

11. Documents and Equipment

11.1   All confidential specifications, drawings, designs, patterns, tooling and equipment supplied to the Vendor by the Company shall remain the Company’s property and shall only be disclosed or used by the Vendor to the extent necessary to fulfil the contract.

11.2   The Vendor shall take proper care of all property materials and goods consigned to it by the Company and shall bear the risk of its damage loss or deterioration whilst in its custody.

12. Insurance

The Vendor shall at its own expense insure against such public liability, third party liability, and product liability risks and for such amounts detailed below (but failure to do so will not affect the Company’s rights). The Vendor shall on demand produce to the Company relevant policies and premium receipts. If the Vendor fails to obtain such insurance the Company may insure and shall be entitled to claim from the Vendor any costs incurred.

Minimum Amount Insured:

Public Liability Insurance £2,000,000 (two million pounds)
Employers Liability Insurance £2,000,000 (two million pounds)
Product Liability Insurance £2,000,000 (two million pounds)

13. Assignment and Sub-Contracting

13.1    The Purchase Order is personal to the Vendor and may not (in whole or part) be assigned.

13.2    The Vendor shall not sub-contract the Contract in whole or in part without the prior written consent of the Company and any subletting shall not affect the obligations of the Vendor under the contract.

13.3    In all cases where prior written consent has been granted by the Company the Vendor will remain wholly responsible for all work carried out and/or all Goods and Services supplied by the subcontractor in accordance with these General Terms and Conditions of Purchase.

14. Insolvency

If the Vendor commits an act of bankruptcy or enters into liquidation or has a receiver or administrator appointed then the Company shall have the option of either cancelling the Purchase Order or giving such liquidator, receiver or manager the option of carrying out the contract.

15. Indemnity

15.1   The Vendor shall indemnify the Company against any allegation of industrial property infringement or royalty claim arising out of the use of the Goods or Services except for any infringement arising out of any design provided by the Company.

15.2   The Vendor shall indemnify the Company and its employees, sub-contractors, agents and customers in respect of all loss (including consequential loss) damage and injury and all claims in respect thereof to the extent that such is caused wholly or in part by any defect in the Goods or Services by the negligence of the Vendor, its agents, and sub-contractors.

16. Cancellation for Corruption

The Company may cancel this Contract and recover from the Vendor the amount of any loss resulting from such cancellation if the Vendor shall have offered or given or agreed to give any gift or consideration of any kind as an inducement or reward for doing or forbearing to do, or having done or forborne to do, any act in relation to the obtaining or execution of this Contract or any other agreement with the Vendor or for showing or forbearing to show favour or disfavour to any person in relation to the contract or any other contract with the Vendor or if the like acts shall have been done by any person employed by the Vendor or acting on the Vendor’s behalf (whether with or without his knowledge), or if in relation to any agreement with the Company the Vendor or any person employed by him or acting on his behalf shall have committed any offence under the Prevention Of Corruption Act 1889-1916, or shall have given  any fee or reward whatsoever to any employee of the Company under colour of his office or employment.

17. Interpretation

17.1    The Contract shall be governed by English law and shall be governed by the exclusive jurisdiction of the English courts.

17.2    Any provision of these Terms and Conditions held by a court of law to be invalid shall be severable and shall to the extent necessary to prevent such invalidity be deemed omitted from these conditions.

17.3    These provisions shall remain in full force and effect notwithstanding that the parties primary obligations under the contract may have been fulfilled or discharged.

17.4    The rights in these conditions are in addition and without prejudice to any other right and remedy for breach of contract and the failure to exercise any such right shall not prejudice affect or be deemed to satisfy or waive any right or remedy.

Ancala Water Services (Defence) Limited
Registered in England and Wales Company No. 4617059
Registered Office: Unit 1B, Redbrook Business Park, Wilthorpe Road, Barnsley, South Yorkshire, S75 1JN