Terms and Conditions for Suppliers of Goods and Services

DEFINITIONS

The Company: Certikin International Limited, Witan Park, Avenue 2, Station Lane Ind Estate, Witney, Oxon OX28 4FJ

The Supplier: The individual, company or body supplying goods or services to the Company.

1. GENERAL

1.1 These Terms and Conditions shall apply to all contracts for the supply of goods and services to the Company and shall override and take the place of any terms and conditions produced or referred to by the Supplier.

1.2 No variations or additions to these Terms and Conditions shall be effective unless they are in writing and signed by an authorised representative of the Company.

1.3 The Company shall be entitled to be paid any costs, loss or damages incurred in the event the Supplier fails to comply with these Terms and Conditions.

1.4 It is the responsibility of the Supplier to advise the Company immediately if the Supplier is unable to fulfil any purchase order issued by the Company.

1.5 The contract between the Supplier and the Company will be formed once the purchase order issued by the Company is received by the Supplier.

1.6 The Supplier will comply with the Company’s quality control procedures as requested.

1.7 The Supplier shall obtain and maintain all necessary licences, permissions, consents and compliance documents which may be required for the goods and services before the date on which the goods and services are to be delivered or performed and shall comply with all applicable laws, including any requirements under the Offensive Weapons Act 2019 and health and safety laws which may be relevant to the purchase of the goods and services.

1.8 The Company is VAT and CIS registered and therefore will apply reverse VAT when supplied with qualifying Services.

2. PAYMENT TERMS

The Company’s standard payment terms are sixty (60) days from the end of the month of invoice.

3. PRICE

The price of the goods or service will be agreed by the Company with the Supplier and will remain in force during the calendar year in which the prices were agreed. Any subsequent change in price must be agreed with the Company and be on written notice of at least ninety (90) days.

4. FORCE MAJEURE

The Company will not be liable for any failure to meet its obligations due to a Force Majeure event.

Force Majeure Event: means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, electronic security breach, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

5. DELIVERY

5.1 The time of delivery of the goods and/or completion of the work to be performed under any purchase order or contract to supply will be of the essence. The Company reserves the right to cancel any contract without any further liability to itself if the goods are not delivered and/or services not performed in accordance with the agreed timescales.

5.2 The Supplier will arrange for delivery of goods to the Company premises unless otherwise specified in the Purchase Order. The goods will be at the Supplier’s risk until delivery at the Company premises, or other agreed place of delivery, and the Company has taken ownership of the goods, in accordance with its inspection procedures.

5.3 Delivery will only be deemed to have taken place when the Supplier obtains proof of delivery, i.e. delivery documentation signed by an authorised representative of the Company.

5.4 The Supplier should maintain adequate Public and Product Liability Insurance. The Company reserves the right to stipulate levels of insurance cover and to request evidence of such cover.

5.5 If the goods are found to be defective, the Supplier shall at the Company’s option replace the goods or credit the Company with the invoiced value of the goods and reimburse the Company’s costs of carriage.

6. TITLE TO GOODS

Title to goods will pass from the Supplier to the Company immediately upon delivery.

7. INSTALLATION

7.1 When installation of goods supplied by the Supplier is undertaken by the Supplier, or its sub-contractor, the Supplier should ensure the Company is given sufficient notice of the date of installation to ensure adequate access and preparation of the site.

7.2 The Supplier is responsible for any costs, losses or damages caused by the installation not being carried out with reasonable skill and care or within agreed timescales.

8. WARRANTY AND LIABILITY

8.1 Supply of Services

(i) The Supplier warrants that the services will be carried out with reasonable care and skill.

(ii) The Supplier shall be responsible for all costs, loss or damages to the Company resulting from the services not being provided to the required level or the failure of its employees to carry out the services with reasonable care and skill.

(iii) If any part of the Services is performed negligently or in breach of the provisions of the Contract or these Conditions then, at the request of the Company, the Supplier will re-perform the relevant part of the Services at no further cost to the company.

8.2 Supply of Goods

(i) The Supplier warrants the goods to be of satisfactory quality and free from defects in materials and workmanship.

(ii) In the event of a warranty claim, the Company may request replacement of the goods or a full credit for the value of the goods at its discretion.

(iii) The Supplier will provide responses to queries about the goods and services supplied or to be supplied, by fax or email, within 48 hours of receipt of the query.

(iv) Where relevant the Supplier will allow inspection of the goods to be supplied at its premises, prior to despatch.

9. INDEMNITY

The Supplier shall indemnify and keep indemnified the Company from and against all loss, damage or liability and legal fees and costs incurred by the Company, as a result of :-
a) any act, neglect or default of the Supplier, its agents or employees relating to the supply of the goods and/or provision of the services;

b) all consequential, indirect, special, punitive or incidental damages whether foreseeable or unforeseeable (including, but not limited to, claims for loss of profits or impairment of other assets due to the fault of the Supplier).

10. TERMINATION

Any agreement to provide goods or services can be terminated

10.1 By mutual written agreement of both parties, or

10.2 By the Company upon thirty (30) days written notice of the Supplier being in breach of these Terms and Conditions if the Supplier fails to remedy the breach within the thirty (30) day notice period.

11. ASSIGNMENT

11.1 Any contract with the Supplier shall not be assigned or sub-contracted by the Supplier without the written approval of the Company.

11.2 The Supplier shall be responsible for the acts, defaults and omissions of its sub-contractors, whether approval to their appointment has been given under this clause or not. Any consent given under this clause shall not relieve the Supplier of any obligation under the contract.

12. HEALTH AND SAFETY

12.1 The Supplier undertakes that he and his employees, his agents and his sub-contractors, will at all times comply with all Health and Safety requirements in their provision of goods or services. These requirements include all statutory laws, regulations, approved Codes of Practice and British Standards or their equivalent, and any Company policies, procedures, information or guidelines relating to Health and Safety relevant to the supply of the goods or services.

12.2 When the Supplier, his employees, agents or sub-contractors are required to carry out work on the Company’s premises, the Supplier also undertakes to comply with all the procedures and Safe Working Practices relating to the safety and conduct of persons working on the Company’s premises.

12.3 The Supplier shall conform to all relevant environmental standards, guidelines, Company’s codes of practice, including the Company’s information for Contractors and Sub-contractors and HSE Approved Codes of Practice and shall take all reasonable steps to minimise impacts on the environment.

13. CONFIDENTIALITY

13.1 Each party undertakes that it shall not at any time disclose to any person any technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature or any confidential information concerning the business, affairs, customers, clients or suppliers of the other party (Confidential Information), except that each party may disclose the other party’s Confidential Information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 13.1; and

(b) as may be required by law, court order or any governmental or regulatory authority.

13.2 All Company Materials are the exclusive property of the Company.

13.3 No party shall use any other party’s Confidential Information for any purpose other than to perform its obligations under this Contract or the other party’s name without written permission.

13.4 This clause 13 shall survive termination of the Contract.

14. DATA PROTECTION

The Company processes personal data in accordance with the applicable personal data laws, the terms of its privacy policy and, where applicable, the consents it has received from each personal data owner. The Company’s privacy policy, which is available on its website, outlines how, and the purposes for which, the Company manages, collects, uses and transfers personal data.

The Supplier shall process personal data received from the Company in accordance with the Data Protection laws and shall process such personal data for the purpose provided, implement the technical and organisational security measures required to safeguard the personal information, and retain the data for no longer than necessary for the purpose it was obtained.

15. WAIVER

A waiver of any right under the contract for supply of goods and/or services or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by the Company in exercising any right or remedy under the contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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.

16. SEVERANCE

16.1 If any provision or part-provision of the contract for goods and/or services is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the contract. 

16.2 If one party gives notice to the other of the possibility that any provision or part- provision of the contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

17. HEADINGS

Headings are for information only and are not definitive.

18. NOTICES

Any notice served between the Company and the Supplier shall be in writing and delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause. A notice shall be deemed to have been received if delivered personally, when left at the address referred to; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.

19. APPLICABLE LAW

The law applicable to this contract is English Law and the Supplier and the Company hereby submit to the exclusive jurisdiction of the
Courts of England and Wales.