Terms & Conditions

DEFINITIONS

1. “Contractor” means the Coffey company referenced in the heading of the Purchase Order.
2. “Delivery” means delivery of the Quantity of Goods or performance of the Services as directed in the Purchase Order (and “Delivered” shall be construed accordingly).
3. “Delivery Address” means the address or addresses stated in the Purchase Order.
4. “Delivery Date” means the date the Goods shall be delivered, or Services performed as stated in the Purchase Order.
5. “Delivery Schedule” means a written schedule (if any), on the Purchase Order or attached thereto, setting out the Delivery timescales and/or Delivery sequences within the Supply Period, and other related requirements of the Contractor as advised to the Supplier at any time.
6. “Goods” means any and all goods to be supplied in accordance with the Purchase Contract.
7. “Import Taxes” means the relevant import duty, customs duties, VAT, trade tariffs and other related costs associated with the international carriage of Goods.
8. “Law” means any law, regulation, enactment (as may be amended, updated, repealed or replaced from time to time) or decision of the courts in any jurisdiction.
9. “Main Contract” means the contract between the Contractor and its employer (whether the Contractor is acting as a main contractor, sub-contractor or otherwise under the Main Contract).
10. “Personnel” means any person, consultant or subcontractor engaged by the Supplier to provide all or any part of the Services on behalf of the Supplier.
11. “Price” means the price of the Goods and/or the charge for the Services.
12. “Purchase Contract” means the agreement between the Supplier and the Contractor comprising the Purchase Order and the documents referred to therein and these Standard Conditions of Purchase.
13. “Purchase Order” means an instruction by the Contractor to the Supplier to supply Goods or Services as therein directed in accordance with the Purchase Contract. The Purchase Order is an offer only and no Purchase Contract shall be made until acceptance of the terms of the Purchase Order by the Supplier, whether expressly by written notice, or by commencement of Services, or by delivery in accordance with the Specification.
14. “Quantity” means the quantity as stated in the Purchase Order (which is subject to change by agreement between the Contractor and the Supplier, and “Quantities” shall be construed accordingly).
15. “Services” means the services to be supplied in accordance with the Purchase Contract.
16. “Special Conditions” means any Special Conditions set out in the Purchase Order or Purchase Contract.
17. “Specification” means the description and/or the performance criteria of the Goods or the Services to be supplied under the Purchase Contract.
18. “Standard Conditions of Purchase” means these standard conditions of purchase which form part of the Purchase Contract.
19. “Supply Period” means the period (if any) specified in the Purchase Order.
20. “Supplier” means the person, firm, partnership, or company to whom the Contractor has issued a Purchase Order.
    
    1.  GENERAL

1.1 These Standard Conditions of Purchase shall apply to the exclusion of all other terms and conditions except insofar as expressly agreed in writing by the Contractor. These Standard Conditions of Purchase shall be subject to the Special Conditions (if any). In the event of any conflict or apparent conflict between the Special Conditions and these Standard Conditions of Purchase the Special Conditions shall prevail.

1.2. These Standard Conditions of Purchase expressly limit acceptance to the terms and conditions contained herein. Any additional or different terms proposed by the Supplier are objected to and hereby rejected. Where any terms and conditions referred to or set out in any of the Supplier’s quotations or acknowledgements conflict with these Standard Conditions of Purchase, the terms and conditions referred to or set out in any Supplier’s quotation or acknowledgements shall have no effect, irrespective of whether they are provided before or after the presentation of these Standard Conditions of Purchase.

1.3 The headings in these Standard Conditions of Purchase are for ease of reference only and shall not affect their interpretation.

1.4 Where these Standard Conditions of Purchase pertain to an order for sub-contract works (where there is a separate signed subcontract agreement between the Contractor and the Supplier) the obligations in both documents shall be cumulative, but in the event of conflict, the conditions of sub-contract will take precedence over the conditions set out in this document.

1.5 If any provision or part-provision of these Standard Conditions of Purchase is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Standard Conditions of Purchase.

1.6 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

1.7 The Purchase Order is not valid unless issued by an authorised representative of the Contractor.

2. PRICE

2.1 The Price shall, unless otherwise stated, be deemed to include Delivery to the Delivery Address during Contractor’s normal hours, and shall include for all taxes and other impositions, charges, expenses, storage packing, cost of packing materials, loading, off-loading (subject to clause 4), transport, carriage, duties, customs clearance, insurance, and any other associated cost in respect of the Goods and/ or Services upon the Supplier or any other person before Delivery. The Price shall be fixed unless otherwise agreed in writing between the Contractor and the Supplier. The Price is deemed to include for all consequences of any change in Law whether or not foreseeable as of the date of the Purchase Contract, or in respect of any change in Law prior to the date of the Purchase Contract where consequences are said to arise after the date of the Purchase Contract.

2.2 As a precondition to payment, any deviations or alterations whatsoever to this Purchase Contract or any of the Goods, materials, work or Services to be provided by the Supplier thereunder are subject to the Contractor’s prior written consent. Payment requests for unauthorised work, services or goods shall be otherwise inadmissible.

2.3 If the Price is omitted from this order, it is agreed that the Price shall be the lowest prevailing market price, but in no case more than the last quotation less discount from the Supplier.

2.4 Price is inclusive of VAT unless otherwise stated on the Purchase Order.

3. STORAGE AND PACKING

3.1 Where any Goods and / or materials, manufactured for the Contractor ‘s benefit are stored prior to Delivery by the Supplier, the Supplier shall include any costs of storage and protection within the Price and ensure that they are kept apart from all other goods and that they are properly packaged, protected and identified as being for Delivery to the Contractor, together with a reference to the number of this Purchase Order, its Delivery Address and any other relevant reference and as a precondition to any payment in respect thereof provide a vesting certificate in a form acceptable to the Contractor .

3.2 All Goods must be properly packaged to withstand transit to the Delivery Address without sustaining any damage, corrosion, or contamination. All Goods shall be clearly and legibly labelled and addressed. All statutory requirements applying to labelling and disclosure of information must be met without exception. Any charges made by the Supplier for packing to cases, containers, skids, cable drums, pallets, cylinders and the like pursuant to clause 2.1 of these Conditions for Purchase are to be included in the Price and the Contractor shall be entitled either to retain as the Contractor’s property any such packing or packaging materials the cost of which has been debited to the Contractor or return the same and the Supplier shall furnish the Contractor with a credit note in respect thereof, failing which the amount shall be deducted from the invoice.

3.3 The Supplier shall be liable to pay and indemnify the Contractor against any customs, fines, duties, import charges and the like incurred in fulfilling the Purchase Contract.

3.4 Supplier agrees to accept for credit the return of surplus goods at the original Price subject to a minimal restocking charge.

4. DELIVERY

4.1 The Supplier shall deliver the Goods or Services in accordance with the requirements of the Purchase Contract and shall unload the Goods at the Delivery Address. Time is of the essence under this Purchase Contract unless otherwise agreed. Upon Delivery, the Goods must be signed for only by the authorised representative of the Contractor named on the Purchase Order and unless a signature is obtained on the Suppliers Delivery docket, it shall be deemed that the responsibility for the Goods remains with the Supplier. The purpose of the signature on the Delivery docket is to confirm Delivery only and does not constitute confirmation that the Goods or Services conforms with the requirements of the Purchase Contract. Accordingly, such signature or other acceptance shall not relieve the Supplier of any of its obligations under the Purchase Contract for the Goods and Services provided.

4.2 Where the Supplier indicates by its actions, inactions or otherwise that it is unable to comply with the Delivery Schedule and/or is unable to effect Delivery of all Goods or all Services within the Supply Period, the Contractor, at its absolute discretion, has the right to obtain goods or services from other sources if necessary and practicable in order to maintain progress on the works upon which the Contractor is engaged and the Contractor shall have no liability for payment or otherwise in respect of the Goods or the Services ordered but not delivered. Any additional costs thereby incurred by the Contractor, including but not restricted to the difference in price paid for Goods or Services which should have been delivered under this Purchase Contract and Goods or Services obtained from an alternative source, shall be recoverable from the Supplier. This clause shall have the effect of reducing the Quantity of Goods or the scope of the Services to be supplied by the Supplier under this Purchase Contract by the quantity of goods obtained from the alternative source or the scope and level of service obtained from the alternative source, as the case may be. The Supplier shall have no rights to revise its prices as a result of the Contractor exercising its discretion under this clause, and the Supplier is not relieved of compliance with this Purchase Contract in all respects in connection with Goods or Services supplied prior to the exercise by the Contractor of its discretion under this clause, and with Goods or Services which still remain to be supplied thereafter. Nothing in this clause shall absolve the Supplier from any liability for damage or loss caused to the Contractor as a result of the Supplier’s inability to deliver the Goods or Services in accordance with the Purchase Contract. The Supplier is obliged to notify the Contractor in writing if it knows or ought to know, or has or ought to have a reasonable belief, that it will be delayed for any reason. Failure to so notify shall constitute a material breach.

4.3 Contractor may reject and return at Suppliers expense deliveries made more than three days in advance of the Delivery Date. Contractor may postpone Delivery by notice given to the Supplier at any time before Delivery. The Supplier is also responsible for any delays in material supply affecting the Purchase Contract and liable for all consequential financial costs as a result.

4.4 Delivery driver must notify the authorised representative of the Contractor named on the Purchase Order in advance of arrival (24hrs, driver number plate, approximate time) and have a current Safepass/ CSCS equivalent to present where applicable, and wear appropriate 5 point PPE: hi vis vest, helmet, safety boots, safety glasses and safety gloves, or may be refused entry if not compliant, at Suppliers cost. Fall arrest protection is to be used on delivery trailers where applicable, and hi-ab lorries and other suitable equipment is to be used when appropriate to ensure safe offloading of Goods.

4.5 If Services are provided on a construction site, all personnel must comply with the site requirements including attending inductions, working under a permit to work system, provision of and adherence to risk assessment method statements, provision of tickets, attending toolbox talks where applicable, and the like. The costs associated with this is deemed to be included in Supplier’s Price.

4.6 Supplier must maintain a copy of the Delivery docket signed by the Supplier, and shall provide a digital copy of this to Contractor within one day of being requested.

5. TRANSPORT AND SHIPPING

5.1 Where under or in connection with this Purchase Contract, the Supplier is responsible for the international carriage of the Goods, such Goods shall be delivered in accordance with the most recently published set of Incoterms on the basis of a “delivered duty paid” (or “DDP”) version of that agreement.

Notwithstanding this, the Supplier shall be obliged to inform the Contractor as soon as possible if it is unable to comply with/facilitate DDP. If it transpires that the Contractor, whether by agreement with the Supplier or by necessity due to Supplier’s inability/failure to facilitate DDP, is to pay the Import Taxes to import the Goods, the following shall apply:

5.1.1 The Goods shall be delivered in accordance with the most recently published set of Incoterms on the basis of a “delivered at place” (“DAP”) version of that agreement unless otherwise agreed;

5.1.2 The Supplier shall execute the form of vesting certificate provided by the Contractor in respect of the Goods. For the avoidance of doubt, title in the Goods only will pass to the Contractor and not risk;

5.1.3 On execution of the vesting certificate, the Contractor will commence the process of arranging payment of the Import Taxes;

5.1.4 If a vesting certificate is not executed, title in the Goods (but not risk) will, in any event, pass to the Contractor and or be deemed to be passed to the Contractor prior to payment of any Import Taxes;

5.1.5 Upon clearance of the Goods from the port of delivery, the Supplier shall transport the Goods (at no additional cost) to the Delivery Address or such other pre-agreed destination in the same manner as if the Supplier was delivering DDP;

5.1.6 Any non-recoverable Import Taxes incurred by the Contractor arising out of or in connection with the failure by the Supplier to deliver on the basis of DDP shall be owed by the Supplier to the Contractor and may be deducted from sums otherwise owed to the Supplier; and

5.1.7 The Supplier shall be liable to the Contractor if DAP disrupts and/or delays the Contractor in the execution of its works.

5.1.8 If the Contractor and the Supplier agree to use an Incoterm other than DDP or DAP, such term shall be in accordance with the most recently published set of Incoterms and recorded by way of an instruction from the Contractor.

5.2 Where the cargo is to be carried by sea the Supplier shall promptly tender to the Contractor as the cargo is loaded on board a clean shipped bill of lading, the insurance policy and (where applicable) an invoice in respect of the Goods.

5.3 In addition, the Supplier shall:

5.3.1 take delivery of the cargo when it is tendered for carriage by or on behalf of the Contractor;

5.3.2 Deliver the cargo (or shall cause the cargo to be delivered) to the Contractor (or as it shall direct) to the Delivery Address on the Delivery Date;

5.3.3 procure any necessary contract of carriage and insure the cargo from dispatch until Delivery for the benefit of the Contractor (or as it shall direct) in each case at the best rates reasonably obtainable (and for at least the value of the Goods) and otherwise on terms approved in writing by the Contractor;

5.3.4 observe perform and comply with the Contractor’s directions (if any) as to the handling, storage, transportation, and Delivery of the cargo;

5.3.5 ensure that any vessel, vehicle, or aircraft to be used in the carriage of the cargo is in good condition and is suitable in all respects for the carriage of the cargo to the Delivery Address on the Delivery Date;

5.3.6 ensure that all documents required by the Contractor are obtained by the Supplier and delivered to the Contractor in the correct form, on time and complete in all respects;

5.3.7 if so required by the Contractor to collect from the person firm or company to whom or for whose account the cargo is to be delivered any duties, taxes, charges, or other expenses for which they are liable and to pay, apply or account to the Contractor for all such monies as the Contractor shall direct;

5.3.8 disclose to the Contractor on demand full details of any brokerage fee, commission, allowance or other remuneration arising from the performance of its obligations under the Purchase Contract to which it may be or become entitled; and

5.3.9 pay at its own expense and import duty, levy, tax, or charge sought by any authority demanding the same (including where these have changed during the course of performance of this Purchase Contract).

5.4 In the event of conflict between this clause 5 and any provision of the relevant Incoterms, Incoterms shall prevail.

5.5 Suppliers must review their preparedness in terms of business continuity management and supply and eliminate any supply risks.

6. PAYMENT

6.1 The Supplier shall invoice the Contractor on delivery of the Goods or performance of the Services, as the case may be, and each invoice shall quote the number of the Purchase Order. Without prejudice to the foregoing, invoices must be received by the Contractor within 10 days of the end of the month in which the Goods or Services to which they relate are delivered or performed otherwise they will be deemed to relate to Goods or Services delivered or performed in the following month. All invoices shall be rendered net of any retention and discounts as specified in the Purchase Order.

6.2 Unless otherwise stated in the Purchase Order, the Contractor shall pay the Price (or relevant portion of the Price) of the Goods delivered and/or the Services performed within 60 days after the end of the month of acceptance of the Goods or Services in question by the Contractor or receipt by the Contractor of a proper invoice (which satisfies the provisions of this clause 6) if later.

6.3 Every invoice must be addressed to the Contractor and must relate to a single order only, state the Contractor’s relevant order number, and show clearly whether it relates to the whole of that order, a part of that order or the balance of that order. Every invoice must be supported with a digital copy of the Delivery docket that clearly shows the signature of Contractors authorized representative.

6.4 The Supplier shall provide to the Contractor a monthly statement detailing all invoices submitted by the Supplier to the Contractor and all payments, credits or other variations made in relation thereto whether under the Contract or otherwise. Failure to provide a monthly statement may result in payment of the Suppliers invoices being delayed.

6.5 Notwithstanding sub-clauses 6.1 to 6.4 if the employer (or similarly titled party) under the Main Contract becomes insolvent and thereby fails to make payment to the Contractor for any Goods or Services provided under the Main Contract, which Goods or Services have been provided by the Supplier under this Purchase Contract, then the Contractor shall have no obligation to make payment to the Supplier in respect of the Goods or Services for which payment has not been made under the Main Contract.

6.6 Supplier will promptly pay for all labour, Services, equipment, materials, supplies, documentation or other items used or employed by it or on its behalf in connection with performance under this Purchase Contract. If any lien or claim of lien is filed upon or against the Goods by a sub‐supplier, subcontractor or any third party, Supplier will promptly furnish to Contractor (or the appropriate court or governmental entity) a bond or other collateral necessary to discharge such lien or claim of lien and shall, to the fullest extent permitted by law, indemnify, defend and hold harmless Contractor against and from such lien, claim of lien and/or claim for payment, as applicable.

7. RIGHT OF SET OFF

7.1 The Supplier agrees that (where applicable, subject to Clause 24) the Contractor may set off against any sums due to the Supplier under this Purchase Contract for any amounts due to the Contractor from the Supplier under any other contracts and for any loss and/or expense and/or damages incurred or likely to be incurred by the Contractor arising from breaches of contract between the Contractor and the Supplier either in respect of this Purchase Contract or any other contract between the parties.

8. DOCUMENTATION

8.1 All correspondence must quote the Contractor’s official Purchase Order number. All advice notes, material safety data sheets, and despatch notes must be sent to the Delivery Address.

8.2 The Supplier shall obtain all necessary export licences, clearances and other consents necessary for the supply and Delivery of the Goods and/or the performance of the Services.

9. QUALITY

9.1 It shall be a condition of the Purchase Contract that the Goods or Services comply in all respects with the Specification and the description on the Purchase Order or contained in documents referred to in the Purchase Order and with any statements or undertakings made by the Supplier or his servants or agents prior to the issuing of the Purchase Order. Without prejudice to the foregoing, and in any event, the Supplier warrants to the Contractor that the Goods and/or the Services will be of satisfactory quality and fit for purpose and comply with all express or implied statutory requirements and regulations. In addition to any warranty implied by fact or law, the Supplier expressly warrants all items to be free from defects in design, workmanship and materials, to conform strictly with appropriate specifications, drawings and approved sample, if any, and to be fit and sufficient for the purpose intended and to be merchantable. Such warranties together with all other service warranties shall apply to the Supplier, its successors and assign and customers.

9.2 If any Goods supplied shall be found to be defective or unfit for the purpose for which they were intended in any respect within 24 months of Delivery then the Contractor may call upon the Supplier (but without prejudice to the Contractor’s other contractual or common law rights) promptly to replace the Goods or effect site repairs (replacement or repair being at the Contractor’s option) at the Supplier’s own expense. All the obligations in this clause shall not further invalidate or impinge and be additional to any agreed warranties or guarantees pertaining to the Goods supplied under this Purchase Contract. In addition to any liability of the Supplier under this clause, the Contractor will be entitled to the reimbursement of all additional costs including but not limited to dealing with and returning defective goods. Any restriction sought to be imposed by the Supplier as to the time within which any complaints or claims may be lodged or limitation or exclusion sought to be imposed by any warranty or guarantee shall be inapplicable.

9.3 If it is necessary to test, open up or dismantle any other works or assemblies to permit any test, repair or replacement of defective Goods or the re-supply of sub-standard Services then the Supplier shall bear the cost of such testing, opening up or dismantling and of re-assembly and making good after repairs, replacements and testing of such Goods have been completed and/or such Services have been re-supplied to the Contractor’s reasonable satisfaction.

9.4 Goods failing to meet their design criteria/requirements during the design life of the Purchase Contract will be replaced by the Supplier at no charge. The Supplier is also responsible for all resulting consequential costs incurred as a result of the failure of material supplied by the Supplier. Consequential costs shall include legal fees and all costs incident of litigation or the negotiation of a claim under this agreement by either party. No financial limits may be placed on damages resulting from Supplier’s breach of this Purchase Order than as specified in writing and subscribed to by Contractor.

9.5 Supplier further represents, warrants, and covenants that:

9.5.1 it has and will maintain all necessary licenses and permits necessary to conduct its business and carry out its obligations under this Purchase Contract.

9.5.2 Supplier and its employees and agents are qualified, trained and able to perform the Services in a professional and workmanlike manner with the care, skill and diligence in accordance with best industry or trade practices and in compliance with the terms of this Purchase Contract.

9.5.3 at the time of any equipment delivery, Supplier shall also deliver to Contractor full and complete copies of all documents, materials, guidelines and manuals associated with the equipment which are necessary for the equipment operation and maintenance. Supplier shall promptly update such documents and materials provided to Contractor if they change at any time during the term of this Purchase Contract.

9.5.4 it shall continue to comply with all applicable laws, regulations, ordinances, rules, codes and interpretations of any governmental authority applicable to the Supplier or its performance hereunder, including, but not limited to the manufacture, shipment, handling and sale of the equipment; it being understood that the reference to applicable laws in this section includes applicable international laws and regulations, including those related to anti‐bribery and anti‐corruption.

9.5.5 it has the right to provide the equipment, Services and Goods and grant Contractor the rights granted herein, without the need for any assignments, releases, consents, approvals, immunities or other rights not yet obtained.

9.5.6 the Services, materials and equipment provided hereunder will not violate or infringe upon any patent, copyright, trademark, trade secret, or other intellectual property right with respect to the territory of the EU or right of confidentiality, privacy or publicity of and no material will contain any computer virus or other similar harmful, malicious or hidden program.

9.5.7 notwithstanding any language of limitation, exclusivity of remedy, or disclaimer appearing elsewhere in this Purchase Contract related to the equipment or Services, no such language, clause or section will operate to diminish the warranties or remedies provided for breach of the warranties contained in this Section 9.

9.6 A complete itemized list of spare parts for any equipment, showing part number, description and unit price for each item on the list shall be provided with delivery of the equipment. Supplier recommended spare parts sufficient for one year(s) of consumption shall be so designated in such list; provided, however, that Contractor shall not be obligated to follow such recommendations.

9.7 For those spare parts, which are not designed or manufactured by Supplier, Supplier shall include the complete description, the name of the original manufacturer and the original manufacturer’s part number. Contractor shall be free to purchase such commercially available items from such manufacturer or any other source.

9.8 For those spare parts, which are designed, manufactured, or modified by Supplier, the spare parts prices shall not increase for a period of one (1) year from the date of this Purchase Contract.

9.9 All Goods must comply with the Main Contract, Specification, and be to the satisfaction of the site engineer or other authorised person. Goods are to be subject to proper manufacturing procedures, in accordance with the relevant standards.

10. INSTRUCTIONS

10.1 The Supplier shall comply with all written instructions of the Contractor including but not limited to instructions requiring a variation to the Goods or Services to be supplied under the Purchase Contract. Variations arising from written instructions of the Contractor shall be valued by the Contractor on a fair and reasonable basis taking due account of any rates and prices specified in the Purchase Order. The Supplier shall not be entitled to make any claims or to any additional payment for compliance with oral instructions.

11. VISITS, INSPECTION AND QUALITY

11.1 The Contractor reserves the right to make visits at any reasonable time to any or all of the Supplier’s premises and/or the Supplier’s sub suppliers for the purpose of inspecting and/or testing work-in-progress or at any place of storage and to require the making good, amendment or alteration of anything which is defective or does not comply with this Purchase Contract and to reject any Goods, materials, work or Services of which it reasonably disapproves, and shall give not less than 24 hours’ notice of any such visit. The Supplier shall immediately make good, amend or alter as so required and any Goods, materials, work or Service shall be replaced and/or re-executed by the Supplier to the Contractor ‘s full satisfaction at Supplier’s cost. No such inspection shall operate in any way to relieve the Supplier of any liability under the Purchase Contract or under the Contract for the Supply of Goods Act or otherwise.

11.2 No modification to quality or specification shall be made without written authorisation from the Contractor. Application must be made for permission to make any such modifications in sufficient time to allow full consideration of the proposal by the Contractor’s personnel.

11.3 The Supplier will if required supply samples free of charge to the Contractor for the purpose of design, performance and surveillance inspection and testing. Samples may be collected by the Supplier on completion of such tests in such condition as the nature of the tests permit.

11.4 The Supplier shall produce to the Contractor on written demand true and accurate copies (certified to be such) of all test certificates and reports prepared by it in relation to the Goods.

11.5 Before despatching the Goods, the Supplier shall carefully inspect and test them for compliance with the Purchase Contract and all relevant statutory and regulatory requirements.

12. PASSING OF PROPERTY/TITLE

12.1 Title in the Goods shall pass to the Contractor on Delivery or on payment whichever is the earlier. Risk in the Goods shall not pass until Delivery. Any goods supplied in excess of the Quantity or Quantities stated on the Purchase Order shall be at the sole risk of the Supplier and the Contractor shall not be responsible for any loss or damage thereto or for payment of any such excess Quantity or Quantities. Acceptance of risk in the Goods shall not relieve the Supplier of its other obligations under this Purchase Contract (in particular, without limitation, with respect to the quality of Goods or Services and their being fit for purpose).

13. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

13.1 The Supplier shall keep confidential all information belonging to or held by the Contractor which may come into the Supplier’s possession in consequence of this Purchase Contract (the “confidential information”) and shall not without the prior consent of the Contractor divulge any of the confidential information to a third party or use the confidential information for any purpose, other than is necessary for performance of its obligations under this Purchase Contract. The above provisions of this clause shall not apply to information which is in the public domain otherwise than through a breach of this clause, or information known to the Supplier prior to becoming confidential information and not the subject of any other objection of confidentiality, or information obtained from a third party who is free to disclose the same. The Supplier shall ensure that any sub supplier used in relation to the Purchase Contract is bound by a confidentiality provision in similar terms to this clause in relation to confidential information belonging to, or held by, the Contractor.

13.2 The Supplier hereby assigns to the Contractor all copyrights and other rights (including intellectual property) in any documents or design or other items created or issued by the Supplier or its Agents in performing this Purchase Contract, including rights to use, copy, modify, adapt and/or translate any documents or design for any purpose under this Purchase Contract or otherwise. This is a present assignment of future rights and will come into effect immediately when the document or design or other item comes into existence.

13.3 All intellectual property in any artwork, designs, computer programmes, systems, scheme plans, sketches, drawings, data, or any other work developed by, drawn by, or created or adapted by the Supplier pursuant to this Contract shall be the property of the Contractor. The Supplier shall further execute all documents and do all such other acts which may be necessary or desirable to register (where relevant) any intellectual property in such works in the name of the Contractor and to vest the legal and beneficial ownership in any and all such intellectual property in the Contractor. The Supplier irrevocably appoints the Contractor to be his attorney and on his behalf to sign execute and do any such act or thing necessary for the purpose of giving to the Contractor or its nominee the full benefit of the provisions of this clause.

13.4 The Supplier shall not cause or permit anything which may damage or endanger the intellectual property or other property of the Contractor, or the Contractor’s title to it or assist or allow others to do so.

13.5 Nothing in this Contract or in the Supplier’s status as a Supplier shall grant the Supplier any right or licence to any copyright, trade secret, or other Intellectual Property owned by the Contractor.

14. INDEMNITY

14.1 It is a condition of this Purchase Contract that the Supplier shall be liable for and indemnify the Contractor against all loss, damage, claims, royalties, proceedings, costs and expenses arising under any statute or at common law in respect of loss/damage to property real or personal or the death or injury to any person whomsoever arising out of this Purchase Contract except such as may arise through the wrongful act, neglect or omission of the Contractor.

14.2 The Supplier shall indemnify the Contractor in full against all liability, loss, damages, costs, and expenses (including legal expenses) awarded against or incurred or paid by the Contractor as a result of or in connection with:

14.2.1 breach of any warranty given by the Supplier in relation to the Goods or the Services;

14.2.2 any claim that the Goods or the Services or anything supplied by the Supplier in the provision 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 other person;

14.2.3 any claim by employers, clients or customers of the Contractor and their sub-buyers arising out of any breach, non-performance, or non-observance whatsoever by the Supplier of its obligations under the Purchase Contract;

14.2.4 any act or omission of the Supplier or its employees, agents, or sub-contractors in supplying, delivering, and installing the Goods;

14.2.5 any act or omission or negligence of any of the Supplier’s personnel in connection with the performance of the Services;

14.2.6 any injury, death, loss, damage, pollution, or contamination caused or contributed to by the Supplier;

14.2.7 breach of the Purchase Contract or any negligence in respect thereto; and

14.2.8 property damage (including without limitation the property of the Contractor and the employer).

14.3 The Supplier shall be fully responsible for and shall indemnify the Contractor against any non-compliance with or failure to observe any tax regulations arising from this Contract.

15. INSURANCE

15.1 Unless provided otherwise in the Special Conditions, the Supplier shall have in force and shall maintain a policy of insurance in respect of its liabilities under the Purchase Order with a limit of indemnity not less than €6,500,000 (six million, five hundred thousand Euro) or the Price, whichever the greater, for any one claim arising out of any one incident or event and without limit as to the number of claims during the period of insurance. The Contractor shall be entitled at any time to require the Supplier to produce to it any evidence the Contractor requires that the policy or policies of insurance are being fully maintained together with the receipts for the current premium and the Supplier warrants that he will at all times during the performance of the Contract keep such insurances in full force and effect. If the Supplier fails to do so, the Contractor shall be entitled at any stage to take out alternative insurance provisions and the cost of such insurance provisions shall be at the Supplier’s cost either by way of set off against any invoice or otherwise shall be deemed payable as a debt due to the Contractor by the Supplier

15.2 In the event that the Supplier is required to carry out on site works/modifications, commissioning, or any other works as the case may be, they must adhere to the Contractor’s, Environmental, Health & Safety and Insurance Requirements or as required on a particular project.

15.3 The Supplier shall have insurance against liability to pay damages and costs in respect of third-party injury and third-party property damage or loss arising in connection with the performance of the Purchase Contract by the Supplier and consequential loss suffered by Contractor with a reputable insurance company. Contractor reserves the right to request evidence of the insurance and examine any policy document.

16. DESIGN LIABILITY AND COPYRIGHT

16.1 If in the course of Delivery of the Goods and/or performance of the Services the Supplier undertakes design work the Supplier hereby warrants, represents and undertakes that it has exercised or will exercise all reasonable skill and care in the performance of the design work expected of a competent designer experienced in providing such Goods and/or performance of such Services, and that such design will be fit for its intended purpose and satisfy all statutory and other requirements, whether express or implied.

16.2 If the Supplier has undertaken design work in connection with the Delivery of Goods and/or performance of the Services the Supplier shall maintain professional indemnity insurance in the sum of €6,500,000 (six million, five hundred thousand Euro) or the Price, whichever the greater, for any one claim arising out of any one incident or event and without limits as to the number of claims during the period of insurance. For the avoidance of doubt, such a provision for insurance is additional to that required by Clause 15.1. Such professional indemnity insurance shall be maintained for a period of twelve years following performance of this Purchase Contract.

16.3 The Supplier shall enter into warranties with third parties or provide warranties to third parties in relation to the Goods delivered and/or Services performed as the Contractor may require.

16.4 The Supplier as beneficial owner of the copyright in the Goods and any drawings, calculations or documents contained within them or generated as a result of the Goods or Services (including without limitation O&M manuals and as built drawings) hereby grants to the Contractor an irrevocable royalty free licence to copy and use such drawings, calculations or documents for all purposes relating to or connected to the Main Contract and any project associated with it. Such licence shall carry the right to grant sublicences and be freely transferrable to third parties.

16.5 Insofar as ownership of any copyright in the Goods and any drawings, calculations or documents contained within them is vested in any person other than the Supplier, the Supplier will procure that the Contractor has the full benefit of a licence in the terms otherwise required by Clause 16.4.

16.6 Where the Supplier is undertaking design or providing any specialist equipment for incorporation into the works, the Supplier shall provide, at no additional cost, fully detailed digital 3D BIM models of the whole of the element or specialist equipment, for incorporation into the overall design information, in compliance with ISO 19650 BIM Standard. The Contractor may withhold payment if the Subcontractor is not compliant with this condition.

17. TERMINATION

17.1 Without prejudice to any other right to terminate this Purchase Contract which the Contractor may possess, the Contractor may, at its sole discretion terminate this Purchase Contract by giving written notice of termination to the Supplier. If the Contractor exercises this right of termination it shall pay (subject to the right of set-off in clause 7) the Supplier the balance due (if any) for all Goods or Services properly delivered or performed in accordance with the Purchase Contract but shall have no other liability of whatsoever nature to the Supplier under or in connection with this Purchase Contract. The balance due (if any) must be submitted on an itemised list from the Supplier to Contractor for consideration within fourteen days of termination.

17.2 If the Supplier is in breach of any of the terms of this Purchase Contract the Contractor may terminate the Purchase Contract by giving written notice of termination to the Supplier. In the event of such termination the Contractor shall be entitled to recover from the Supplier the amount of any resultant loss, damage or expense incurred by the Contractor which the Contractor would not have incurred had this Purchase Contract been duly performed in full.

18. INSOLVENCY

18.1 If the Supplier shall become bankrupt or insolvent pursuant to generally accepted accounting practice or have, a receiving order made against him or composition with his creditors or, being a corporation, commence to be wound up (including without limitation having a notice given or a petition presented for the winding up of such corporation), not being a members voluntary winding up for the purpose of reconstruction or amalgamation or carry on its business under a receiver the Contractor shall be at liberty either:

18.1.1 to terminate this Purchase Contract forthwith by notice in writing to the Supplier or to the receiver or liquidator or examiner or to any person in whom the contract may become vested: or

18.1.2 to give such receiver, liquidator, examiner or other person the option of carrying out the supply of the Goods or Services subject to his providing a guarantee, to the satisfaction of the Contractor, for its due performance.

19. DAMAGES

19.1 It shall be deemed to be within the contemplation of both the Contractor and the Supplier that where there is a default on the part of the Supplier, such default may disrupt and/or delay the Contractor in the execution of its works thereby causing the Contractor to suffer and/or incur loss and/or damage. Further, it shall also be deemed to be within the contemplation of the Contractor and the Supplier that the Contractor is entitled to set-off all costs incurred in accordance with Clause 7.1.

20. CORRUPTION

20.1 The Supplier shall not offer or give, or agree to give, to any director, employee or representative of the Contractor any gift or consideration of any kind as an inducement or reward for doing or refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of this or any other contract with the Contractor or for showing or refraining from showing favour or disfavour to any person in relation to this or any such contract.

21. MAIN CONTRACT TERMS

21.1 The Supplier shall be deemed to have full knowledge of the provisions of the Main Contract and full knowledge of documents referred to therein, the same having been made available for inspection at its offices by appointment. The Supplier hereby acknowledges that any breach, error, omission or default by the Supplier of the Purchase Contract may result in the Contractor being in breach of or becoming liable for damages under the Main Contract and the Supplier shall indemnify the Contractor against any liability, costs, damages or expenses so arising.

22. PATENTS AND COPYRIGHT

22.1 The Supplier shall indemnify the Contractor against all actions, claims, costs and demands occasioned by the infringement or alleged infringement of any letters, patents, registered designs, copyrights, trademarks or trade names by the Supplier, his servants or agents in the performance of the Purchase Contract, and (if relevant to the performance of the Purchase Contract or any work procured by the Contractor to which the Purchase Contract relates) the Supplier agrees to grant to the Contractor an irrevocable royalty free licence to use any materials produced by the Supplier in connection with the Purchase Contract, which shall include the right to grant sub licences to third parties.

23. ENTIRE AGREEMENT

23.1 The Purchase Contract, including any documents expressly incorporated or referred to in the Purchase Contract or on the face of the Purchase Order, constitutes the entire agreement between the Contractor and the Supplier and supersedes all prior negotiations, discussions, correspondence, agreements, or arrangements whether written or oral. Any conditions, exclusions or limitations of liability sought to be imposed by warranties, guarantees, delivery notes or any other document provided by the Supplier shall be deemed to be excluded and inapplicable.

24. CONSTRUCTION ACT PROVISIONS HOUSING GRANTS CONSTRUCTION AND REGENERATION ACT 1996 (UNITED KINGDOM ONLY. WHERE APPLICABLE)

24.1 Where the provision of Goods or Services under this Purchase Contract constitute constructions operations within the meaning of the Housing Grants Construction and Regeneration Act 1996 as amended from time to time and those construction operations take place in England, Wales, Scotland or Northern Ireland, the following provisions shall apply in place of those contained in clause 6:

24.2. The Supplier shall invoice the Contractor on Delivery of the Goods or performance of the Services, as the case may be, and each invoice shall quote the number of the Purchase Order and accurately describe the Services or Goods provided, the sum the Supplier considers to be due and the basis of that calculation. Without prejudice to the foregoing, invoices must be received by the Contractor within 10 days of the end of the month in which the Goods or Services to which they relate are delivered or performed otherwise they will be deemed to relate to Goods or Services delivered or performed in the following month. The date upon which the Contractor receives the invoice shall be the due date. The Contractor shall within 5 days of receipt of the Supplier’s invoice notify the Supplier of the sum which it considers to be due and the basis upon which that sum has been calculated (a Payment Notice). All invoices shall be rendered net of any retention and discounts as specified in the Purchase Order

24.3 Unless otherwise stated in the Purchase Order, the Contractor shall pay the sum specified in the Payment Notice by the final date for payment which shall be 60 days after the due date. If before the final date for payment the Contractor intends to pay less than the sum specified in the Payment Notice, the Contractor shall, not later than 2 days before the final date for payment, issue a Pay Less Notice specifying the sum the Contractor considers to be due, and the basis upon which that sum is calculated. The Contractor, if it has issued a Pay Less Notice shall only be obliged to pay the Supplier the sum specified in the Pay Less Notice, rather than the Payment Notice, by the final date for payment.

24.4 Where the Housing Grants Construction and Regeneration Act 1996 as amended from time to time applies, then the parties may at any time refer any dispute or difference to adjudication. The adjudication shall be conducted under the Statutory Scheme for Construction Contracts 1998 (as amended) and the adjudicator nominating body shall be the Royal Institution of Chartered Surveyors.

25. ENVIRONMENT

25.1 The Supplier shall accept and comply with all site and contractor environmental, physical, and other conditions and requirements and accept all such conditions and requirements at its own risk. The Supplier shall accept the responsibility for the safe storage and disposal of waste (generated by the Supplier) and in doing comply with all relevant legislation and regulations.

26. ASSIGNMENT

26.1 The Supplier shall not assign novate or otherwise transfer the whole or any part of the benefit or burden of this Purchase Contract nor shall the Supplier sub-let the whole or any part of it without the previous written consent of the Contractor. Without limitation, the Supplier shall have no right to assign any debt or chose in action.

26.2 The Contractor may assign, novate, or otherwise transfer the benefit and/or the burden of this Purchase Contract without the consent of the Supplier and without providing notice to the Supplier.

26.3 If the Supplier’s employment under this Purchase Contract is determined for any reason, the Supplier shall if requested to do so forthwith and at no cost assign to the Contractor the benefit of any agreements for the supply of materials or goods and/or the execution of any works for the purposes of this Purchase Contract and the Contractor may pay any supplier or sub-contractor of the Supplier under such agreements for any materials or goods delivered or works executed for the purposes of this Purchase Contract after such assignment. Payments made under this clause may be deducted from any sum due or to become due to the Supplier or shall be recoverable by the Contractor as a debt.

27. APPLICABLE LAW

27.1The Purchase Contract shall be governed and construed in accordance with and be subject to the laws of the jurisdiction in which the Delivery Address is located, and the parties hereto submit to the exclusive jurisdiction of the courts of that jurisdiction.

28. DATA PROTECTION

28.1 In this clause 28, “Data Protection Law” means all applicable data protection law including, with effect from 25 May 2018, the General Data Protection Regulation (Regulation (EU) 2016/679) and the Data Protection Act 2018; and the terms ‘personal data’, ‘process’, ‘controller’, ‘processor’ and ‘data subject’ shall have the meanings given to them under Data Protection Law.

28.2 The Supplier acknowledges that in performing its obligations, the Supplier may process personal data on behalf of the Contractor. In such circumstances, the Supplier acknowledges that the Contractor is the controller and the Supplier is a processor, and the Supplier agrees that:

28.2.1 the Supplier shall process such personal data, on behalf of the Contractor in the context of, and for so long as it is, performing its obligations. The obligations and rights of the Contractor shall be as set out in this Purchase Contract;

28.2.2 the Supplier shall process such personal data only in accordance with the documented instructions of the Contractor, including with regard to transfers of personal data to a third country and solely as strictly necessary for the performance of its obligations;

28.2.3 the Supplier shall ensure that the persons authorised by the Supplier to process such personal data are bound by confidentiality obligations consistent with Supplier’s obligations under Data Protection Law;

28.2.4 the Supplier shall implement such technical and organisational security measures as are required to comply with the data security obligations under Data Protection Law;

28.2.5 the Supplier is authorised to engage sub-processors to undertake processing on its behalf, provided that it provides the Contractor with prior notice in writing containing details of the sub-processors that it engages and informs the Contractor of any intended changes concerning the addition or replacement of such sub-processors and provides the Contractor with a reasonable opportunity to object to such changes;

28.2.6 where any sub-processor of the Supplier will be processing such personal data on behalf of the Contractor, the Supplier shall ensure that a written contract exists between the Supplier and the sub-processor containing clauses equivalent to those imposed on the Supplier in this Contract. In the event that any sub-processor fails to meet its data protection obligations, the Supplier shall remain fully liable to the Contractor for the performance of the sub-processor’s obligations;

28.2.7 the Supplier shall inform the Contractor immediately in the event of receiving a request from a data subject to exercise the subject’s rights under Data Protection Law and shall provide such co-operation and assistance as may be required to enable the Contractor to deal with such request in accordance with the provisions of Data Protection Law;

28.2.8 the Supplier shall assist the Contractor by implementing appropriate technical and organisational measures to allow the Contractor to comply with requests from data subjects to exercise their rights under Data Protection Law;

28.2.9 the Supplier shall assist the Contractor in ensuring compliance with applicable obligations in respect of security of personal data under Data Protection Law;

28.2.10 the Supplier shall: (i) at the choice of the Contractor, delete or return all such personal data to the Contractor when the Supplier ceases to provide services relating to data processing; and (ii) delete all existing copies of such personal data unless EU law or the laws of an EU Member State require storage of the personal data;

28.2.11 the Supplier shall: (i) make available to the Contractor all information necessary to demonstrate compliance with the obligations laid down in this Contract; and (ii) allow for and assist with audits, including inspections, conducted by the Contractor or another party mandated by the Contractor, in order to ensure compliance with the obligations laid down in this Contract, including its data security obligations under Data Protection Law, provided however that the Contractor shall be entitled, at its discretion, to accept adherence by the Supplier to an approved code of conduct or an approved certification mechanism to aid demonstration by the Supplier that it is compliant with the provisions of this Contract;

28.2.12 the Supplier shall inform the Contractor immediately if, in its opinion, it receives an instruction from the Contractor which infringes Data Protection Law;

28.2.13 the Supplier shall notify the Contractor without undue delay, and in any event within twenty-four (24) hours, after becoming aware of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed and shall provide the Contractor with such cooperation and as may be required to mitigate against the effects of, and comply with any reporting obligations which may apply in respect of, any such breach; and

28.2.14 no personal data shall be transferred outside of the European Economic Area by the Supplier or any of its agents or sub-processors without the prior written consent of the Contractor, which consent may be subject to terms and conditions (including, without limitation, that the data importer enters into model clauses in the form approved by the European Commission and, where relevant, complies with the provisions regarding sub-processors contained in such model contracts in respect of any sub-processors). The Supplier shall comply with the requirements of Data Protection Law in respect of transfers of such personal data outside the European Economic Area, to the extent that the Contractor consents to any such transfer.

28.3 The Supplier shall notify the Contractor in advance of processing any personal data on its behalf and provide a detailed description of all such personal data.

28.4 In order to process invoices submitted to Contractor in accordance with the Purchase Contract, it may be relevant or necessary for the Supplier to disclose personal data (in respect of which it is the controller) to the Contractor. In such circumstances, both parties agree that they are separate controllers for the purposes of Data Protection Law and the Supplier warrants that:

28.4.1 such personal data has been collected, processed, and disclosed in accordance with Data Protection Law;

28.4.2 it will comply with its obligations as a controller under Data Protection Law in respect of personal data which is disclosed to the Contractor; and

28.4.3 it will provide all co-operation and assistance as may be required to enable the Contractor to comply with its obligations under Data Protection Law in respect of the disclosed data, including by providing adequate notice to the relevant data subjects.

28.5 Both parties shall comply with all Data Protection Law. In this regard the Contractor hereby notifies the Supplier that data that identifies the Supplier or its personnel, agents or representatives personally will be used within the Contractor for the purposes of the administration of this Purchase Order and compliance with laws and site rules, and the Supplier confirms it has properly provided the Contractor with data about any such data subjects in accordance with data protection law. The Supplier further acknowledges the Contractor’s legitimate interest in processing data as described in this Clause 28. The Supplier hereby indemnifies the Contractor and Contractor Affiliates for a breach of this clause.

29. COMPLIANCE

29.1 The Supplier confirms it shall abide by and is not in breach of the UK Modern Slavery Act, all EU, UK, and US compliance and antibribery legislation, and all legislation concerning same in all jurisdictions in which it operates and to which it delivers Goods and materials and/or performs Services.

30. DISPUTES

30.1 If a dispute arises between the Supplier and the Contractor following written notice from either party the dispute must be referred to Mediation in the first instance, followed by Conciliation if Mediation fails using the current Engineers Ireland Mediation or Conciliation procedures.

30.2 If the dispute is related to a dispute under the Main Contract the Supplier shall, at the Contractor’s sole discretion, be joined in such proceedings, these proceedings being the sole method of resolving the dispute between the Supplier and the Contractor, and the outcome of these proceedings shall be final and binding on the Supplier.

30.3 Any dispute which is not resolved by Mediation, Conciliation or Statutory Adjudication shall be finally settled by arbitration in accordance with the Arbitration Act 2010. The place of arbitration shall be Dublin, Ireland. The language to be used in the arbitral proceedings shall be English. The Arbitration Tribunal shall consist of a single arbitrator appointed by agreement between the parties or failing agreement within 30 days after a request for arbitration is made by any party, appointed on the application of any party by the Chairman for the time being of Engineers Ireland.

30.4 The rights of both parties under the Construction Contracts Act 2013 or similar Act in the UK are preserved.

31. PERSONNEL

31.1 Contractor may object to any Personnel who, in Contractor’s opinion, does not have the appropriate qualifications, competency or skill to perform the relevant part of the Services in respect of which they are engaged or who engages in misconduct. The Supplier must remove and immediately replace such Personnel with a suitable replacement upon being directed to do so by the Contractor, at no cost to Contractor.

31.1 The Supplier shall ensure that all work persons engaged by the Supplier (including employees of Sub- Suppliers) or its Agents are compliant with all employment legislation and regulations, including but not limited to the Wages Act, the Working Time act, and relevant Sectoral Employment Orders (“SEO”) as issued and updated from time to time, and that payments due to be paid on behalf of each work person (including required pension contributions) shall be paid by the Supplier, and that all deductions from payments to work persons required by law (including all taxes) shall be made and shall be paid by the Supplier as required by law.

31.2 The Supplier shall provide within five days of request, evidence of compliance with inter alia the relevant rates of pay, hours worked, CWPS membership where applicable or any other item, and shall cooperate with any investigation by any State Agency or representative of the Contractor or its employer.