1. Definitions
‘Affiliate’ means, in relation to a party, any company or legal entity that controls, is controlled by, or is under common control with such party, “control” meaning the direct or indirect ownership of fifty (50) per cent. or more of the voting rights in, or the right to appoint / remove a majority of the board of, a company or other legal entity.
‘Buyer' means Low Carbon Limited and any of its subsidiaries and/or Affiliate(s).
‘Contract’ means the agreement between the Customer and Contractor comprising the Supplier’s quotation or tender, the Customer’s acceptance thereof, including the Purchase Order, any documents referred to therein and the terms and conditions set out in this agreement.
'Goods' means all or any of the items set out in the Purchase Order which are to be supplied to the Buyer by the Supplier.
'Parties' means the Buyer and the Supplier.
'Purchase Order' means any Purchase Order placed by the Buyer under which the Supplier agrees to supply Goods and/or Services to the Buyer.
'Services' means the Services to be performed by the Supplier for the Buyer as described in the Purchase Order and anything created or produced as a result of the Services.
'Specification' means the requirements to which the Goods and/or Services supplied shall conform as detailed in the Purchase Order or otherwise.
‘Supplier’ means the person, firm or company named as such on the Purchase Order (or its successors in title).
'Working Day' means the Buyer's usual working days, which exclude weekends, bank holidays, or such other days as may be notified to the Supplier by the Buyer.
2. Purchase Order
2.1 The Purchase Order constitutes an offer by the Customer to purchase the Goods and/or Services subject to the conditions set out in this agreement. Accordingly, any acceptance of the Purchase Order by the Supplier shall establish a contract for the sale and purchase of the Goods and/or Services on the conditions set out in this agreement. Any counter-offer made by the Supplier to supply the Goods and/or Services on other conditions shall only be validly accepted if that acceptance is in writing and signed by a duly authorised representative of the Customer.
2.2 The Customer's rights under these conditions are in addition to the statutory terms implied in favour of the Customer by the Sale of Goods Act 1979 and any other statute.
3. Conditions for the Supply of Goods – Supplier’s duties
3.1 The Supplier shall supply the Goods to the Customer in accordance with the Specification.
3.2 The Supplier shall ensure that the Goods shall:
a) be free from defects in materials and workmanship and remain so for 12 months after delivery;
b) be of satisfactory quality (within the meaning of the Sales of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer, expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgment;
c) conform with the specifications, drawings, descriptions given in any material (in whatever format made available by the Supplier) supplied by, or on behalf of, the Supplier;
d) be free from design defects;
e) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods; and
f) be properly packed and secured in such manner as to enable them to reach their destination in good condition.
4. Delivery
4.1 The Supplier shall deliver the Goods:
a) on the date specified in the Purchase Order or, if no such date is specified, then within 7 days of the date of the Purchase Order;
b) to the address specified in the Purchase Order or as instructed by the Customer before delivery; and
c) between 9 am and 4 pm Monday to Fridays, or as instructed by the Customer.
4.2 Where the Supplier fails to deliver the Goods (or part of the Goods) or the Goods (or part of the Goods) do not comply with the provisions of clause 3.2 then without limiting its other rights or remedies implied by statute or common law, the Customer shall be entitled:
a) to terminate the Contract;
b) request the Supplier, free of charge, to deliver substitute Goods within the timescales specified by the Customer;
c) to require the Supplier, free of charge to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
d) to reject the Goods (in whole or part) and return them to the Supplier at the Supplier’s own risk and expense and the Customer shall be entitled to a full refund on those Goods or part of Goods duly returned; and
e) to buy the same or similar Goods from another supplier and to recover any expense incurred in respect of buying the goods from another supplier which shall include but not be limited to administration costs, chargeable staff time and extra delivery costs.
5. Conditions for the Supply of Services – Supplier’s duties
5.1 The Supplier shall supply the Services to the Customer in accordance with the Specification.
5.2 In supplying the Services, the Supplier shall:
a) co-operate with the Customer in all matters relating to the Services and comply with all the Customer’s instructions;
b) perform the Services with all reasonable care, skill and diligence in accordance with best industry practice in the Supplier’s industry, trade or profession;
c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;
d) ensure that the Services shall conform with all descriptions set out in the Specification;
e) comply with all applicable laws;
f) provide all equipment, tools and vehicles and other items as are required to provide the Services; and
g) observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer’s premises.
6. Charges and Payment
6.1 The charges for the Goods and/or Services shall be as set out in the Purchase Order and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by the Customer, the charges for the Goods and/or Services shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or Services. In respect of the supply of Goods, this shall include but not be limited to the costs of packaging, insurance, delivery, unloading, stacking and carriage.
6.2 The Supplier shall submit an invoice within 30 days of supplying the Goods and/or Services to the satisfaction of the Customer. The invoice must include a billing name and address that matches the Purchase Order, the Purchase Order number, a breakdown of the Goods and/or Services supplied and the amount of VAT payable. Save where an invoice is disputed, the Customer shall pay the Supplier within 30 days of receipt of an invoice. Invoices must be sent to: accountsdev@lowcarbon.com.
7. Disclosure of Information
7.1 The Supplier shall not disclose any confidential information received from the Customer, shall safeguard it accordingly and shall not disclose it to any other person without the prior written permission of the Customer, unless such disclosure is required by law, any governmental or regulatory authority or by a court of competent jurisdiction.
7.2 The Supplier shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Supplier’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract.
7.3 The Supplier shall not disclose any other information, which is not confidential information, relating to the Contract or the Customer’s activities without the prior written consent of the Customer, unless such information is already in the public domain through no breach of any obligation of confidentiality.
7.4 This clause shall survive termination or expiry of the Contract.
8. Termination
8.1 Without limiting its other rights or remedies, the Customer may terminate the Contract:
a) in respect of the supply of Services, at any time by giving the Supplier 14 days written notice; and
b) in respect of the supply of Goods, in whole or in part at any time before delivery with immediate effect by giving written notice to the Supplier, whereupon the Supplier shall discontinue all work on the Contract.
8.2 If the Customer terminates the Contract in accordance with clause 8.1, the Customer shall pay the Supplier all fees and expenses properly earned, accrued and are due up to the date of termination.
8.3 Without prejudice to any other right or remedy it might have, the Customer may terminate the Contract by written notice to the Supplier with immediate effect if the Supplier:
a) repeatedly breaches any of the terms and conditions of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms and conditions of the Contract;
b) is in material breach of any obligation, and that breach is not remedied within 30 days of the Supplier receiving notice specifying the breach and requiring it to be remedied;
c) becomes insolvent, or if an order is made or a resolution is passed for the winding up of the Supplier (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator or administrative receiver is appointed in respect of the whole or any part of the Supplier’s assets or business, or if the Supplier makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt in any jurisdiction.
d) the parties are unable to perform their obligations under the Contract by reason of Force Majeure under clause 11 and such inability has lasted more than 30 days.
8.4 Termination or expiry of the Contract shall not affect the rights of the parties to the Contract that may have accrued prior to termination or expiry and shall not affect clauses which expressly or by implication survive termination or expiry of the Contract.
8.5 Upon termination or expiry of the Contract, the Supplier shall:
a) give all reasonable assistance to the Customer and any incoming supplier of the Goods and/or Services; and
b) return all requested documents, information and data to the Customer as soon as reasonably practicable.
9. Loss or damage
9.1 The Supplier shall, without delay and at the Supplier’s own expense, reinstate, replace or make good to the satisfaction of the Customer, or if the Customer agrees, compensate the Customer, for any loss or damage connected with the performance of the Contract, except to the extent that such loss or damage is caused by the gross negligence or wilful default of the Customer.
9.2 “Loss or damage” includes but is not limited to: loss or damage to property; personal injury, sickness or death; and loss of profits or loss of use suffered as a result of any loss or damage.
9.3 This clause shall survive termination or expiry of the Contract.
10. Limitation of liability
10.1 The following provisions set out the entire financial liability of the Customer (including without limitation any liability for the acts or omissions of its employees, agents and subcontractors to the Supplier in respect of any breach of the Contract and any representation, misrepresentation (whether innocent or negligent) statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract.
10.2 The Customer shall not be liable in any circumstances, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for loss of profits, loss of business or any special, indirect or consequential loss, costs, damages, charges or expenses suffered by the Supplier.
10.3 Nothing in the Contract excludes either party’s liability for death or personal injury or for fraud or fraudulent misrepresentation.
11. Force Majeure
11.1 Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 30 days, the party not affected may terminate the Contract by giving 14 days written notice to the affected party.
12. Assignment and Subcontracting
12.1 The Supplier shall not assign, transfer, sublet or subcontract in whole or in part any of the Contract without the prior written consent of the Buyer.
13. Notices
13.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be: delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email.
13.2 Any notice shall be deemed to have been received:
if delivered by hand, at the time the notice is left at the proper address;
(b) 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
(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.
14. Governing law and Jurisdiction
14.1 The Contract shall be governed by and interpreted in accordance with English Law. The courts of England and Wales shall have exclusive jurisdiction to settle any claim arising out of or in connection with this Contract.
