Weatherhaven Global Solutions Terms and Conditions for the Purchase of Goods and Services
Definitions
The words used in these terms and conditions of purchase shall have the meanings set out as follows:
‘Artificial Intelligence’ or ‘AI’ means any technology that can make decisions, create predictions, draw inferences, recognize patterns, exhibit adaptiveness based on the inputs received or data learned and analysed over time and simulating human neurological brain activity which may generate text, images, outputs, recommendations or other content.
‘Conditions’ means the terms and conditions of purchase set out herein.
‘Controlled Material’ means any Goods which are regulated by the UK Export Control Order, The US International Traffic in Arms Regulations and/or any other applicable laws and regulations.
‘Counterfeit Goods’ means any Goods which have been identified, marked and/or altered by a source other than the Goods’ legally authorised source and which have been misrepresented to be an authorised item of the legally authorised source.
‘Due Date’ means the date stated in the Order for delivery of the Goods and/or Services.
‘Goods’ mean the articles, products and components, tangible or intangible or any part of them described in the Order, which are supplied to the Purchaser by the Supplier.
‘Incoterms’ mean the international rules for the interpretation of trade terms of the International Chamber of Commerce that are in force at the date when the Contract is made.
‘Intellectual Property Rights’ means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable.
‘Order’ shall mean the Purchaser’s purchase order document and, where used, Specification specifying the Goods and/or Services to be supplied.
‘Purchaser’ means Weatherhaven Global Solutions Ltd. Oakley’s Yard, Gatehouse Road, Rotherwas Industrial Estate, Hereford, HR2 6LR, UK.
‘Sanctioned Person’ means any person or government who is a target of any form of Sanctions.
‘Sanctions’ mean any financial sanctions, trade embargo or other restrictive measures which are imposed by the United Nations, the UK, the United States, the European Union or Member States thereof, Australia, Canada or which are imposed by another country and are applicable to the Purchaser or Supplier.
‘Services’ means any services or facilities or any part thereof described in the Order and provided to the Purchaser by the Supplier.
‘Specification’ means the Purchaser’s specification document accompanying the Order detailing the Goods and/or the Services required.
‘Supplier’ means the person, firm or company to whom the Order is addressed and sent.
Any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions unless the context requires otherwise. If there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
Application Of These Conditions
These Conditions shall apply to the exclusion of all other terms and conditions of the Supplier save for those set out in the Order or otherwise agreed by the Purchaser in writing which shall take precedence in the event of conflict with these Conditions.
No variations to the Order or to these Conditions or any assignment of the Order by the Supplier shall be binding on the Purchaser unless confirmed by the Purchaser in writing.
The Order shall remain valid for a period of four (4) weeks from the Order date.
Documents
The Supplier shall enclose a packing note with the Goods and the Order number shall be endorsed on all packages.
Quality
The Goods shall be of sound materials and workmanship and conform as to quantity, quality and description with the detail stated in the Order and/or Specification. Goods supplied against samples or patterns shall be equal in all respects to the samples or patterns. If a standard of performance is specified, the Goods shall be capable of the required standards. Goods shall comply with all relevant statutory industry standards and any rules applicable to the premises where the Goods are to be delivered.
Services shall be provided with reasonable care and skill and in accordance with the performance standards, if any are specified in the Specification. Where an appropriate British Standard Specification or British Standard Code of Practice issued by the British Standards Institute, or equivalent, is current, all goods and materials used and/or supplied and all Services shall, unless otherwise agreed by the Purchaser, be provided in accordance with the appropriate standard. The Supplier shall provide and maintain an organisation having the necessary facilities and employees of appropriate qualifications and experience to undertake the tasks identified in the Specification.
Inspection
The Purchaser reserves the right at any reasonable time to inspect the Goods, whether complete or in manufacture, but such inspection shall not relieve the Supplier of any obligations under the Order.
Delivery
Any Goods and/or Services shall be supplied by the Supplier on or before the Due Date to the place or places specified in the Order or as subsequently specified in writing by the Purchaser.
Passing Of Property
The property in the Goods and/or Services shall pass to the Purchaser on delivery.
Price And Payment
The price for the Goods and/or Services shall be as set out in the Order. Invoices shall be submitted by the Supplier on or after the supply of the Goods and/or Services, unless a payment schedule has been previously agreed between the Supplier and Purchaser. The Purchaser shall make payment within thirty (30) days of receipt of a valid invoice unless an alternative term has been agreed in the Order.
Damage In Transit
The Purchaser shall notify the Supplier within ten (10) days of any apparent damage to Goods whilst in transit.
Rejection
By notice in writing to the Supplier, the Purchaser may reject any or all of the Goods if:
- The Goods have been damaged in transit; or
- The Goods fail to comply with clauses regarding Quality.
The Supplier shall collect the rejected Goods within one (1) month from the date of notice. If the Supplier fails to collect the Goods, the Purchaser may dispose of them or return them at the Supplier’s expense within one (1) month of the agreed cancellation date.
Guarantee
Unless otherwise stated on the Order, the Goods shall be guaranteed to the standard set out in Clause 4 for twelve (12) months from the delivery of the Goods.
Liability For Accidents And Damage
The Supplier shall indemnify the Purchaser in respect of all damage or injury to any person including the Purchaser and subsequent client or to any property and against all actions, suits, claims demands, cost, charges and expenses arising in connection therewith caused by:
- The negligence of the Supplier, his subcontractors, employees or agents,
- Defective design (other than a design made, furnished or specified by the Purchaser and for which the Supplier has disclaimed responsibility in writing within a reasonable time before issue of the Order or any amendment thereto), defective material or defective workmanship.
The Supplier shall not be liable to the Purchaser for any loss of profits or of contracts except as expressly provided in the Order.
Environmental, Social and Governance (ESG)
As part of the Purchaser’s Corporate Social Responsibility commitment, the Purchaser expects the Supplier to adhere to its principals of ethical, environmental and sustainability practices under our Supplier Code of Conduct.
The Supplier shall:
- At all times obtain and maintain all necessary licenses and consents and comply with all applicable laws and regulations which are relevant to any of the Goods and/or Services.
- Promptly notify the Purchaser in the event that it becomes aware of any health and safety hazards or issues which arise in relation to any Goods.
The Purchaser expects and encourages the Supplier to manage and reduce their Greenhouse Gas Emissions.
Information Security
The Supplier shall at all times implement and maintain appropriate levels of security to protect all Supplier information which shall reflect Good Industry Practice and comply with all applicable laws and regulations.
Upon becoming aware of, or reasonably suspecting, an Information Security incident, the Supplier shall notify the Purchaser of the same.
The Supplier shall not use any information provided by the Purchaser with any system that uses Artificial Intelligence.
Ethical Behaviour
The Supplier shall comply with all applicable employment, child labour, anti-slavery and human-trafficking laws, statues and regulations in force.
Export Control
The Supplier shall notify the Purchaser at the time the Order is accepted if any of the Goods are Controlled Material.
Sanctions Compliance
The Supplier represents and warrants that it is not, directly or indirectly, owned or controlled by or acting on behalf of a Sanctioned Person or incorporated, domiciled or ordinarily resident in a country subject to sanctions.
The Supplier undertakes that it shall comply with all applicable Sanctions, including but not limited to those administered and enforced by the UK Office of Financial Sanctions Implementation (OFSI).
Counterfeit Goods
The Purchaser expects and encourages the Supplier to only use parts for the Goods which have been purchased from the original equipment manufacturer, the original component manufacturer or their authorised sources.
If the Supplier becomes aware of, or suspects that it has acquired counterfeit Goods, the Supplier shall notify the Purchaser.
In the event that Goods delivered constitute or include Counterfeit Goods, the Supplier at its own expense shall promptly replace such Counterfeit Goods with genuine Goods.
Cancellation
The Purchaser may cancel the Order in whole or in part by written notice, which shall be effective immediately:
- When Goods conforming to the requirements of Clause 4 have not been delivered by the Due Date;
- If the Supplier becomes bankrupt or insolvent or makes an arrangement of composition with its creditors or has a winding up petition made against it, or has a liquidator or receiver appointed or enters into liquidation (whether voluntary or compulsory) other than for the purpose of amalgamation or reconstruction.
The Supplier shall refund to the Purchaser any advance payment (initial payment, payment against a schedule or prepayment in full) for Goods in the event of Order cancellation.
The Purchaser shall be entitled to recover from the Supplier any additional costs, which have been reasonably incurred by the Purchaser in obtaining the Goods and/or the Services not supplied by virtue of the cancellation.
Intellectual Property Rights
The Supplier warrants that all royalties and fees on patented articles, processes and registered designs have been paid and hereby indemnifies the Purchaser in respect of copyright, patent, registered design or other Intellectual Property Rights.
Confidentiality
The specifications, patterns, drawings, samples and information issued by the Purchaser in connection with the Order are confidential and their use must be confined to the Supplier, his subcontractors or employees solely for the execution of the Order.
Assigning and Subcontracting
The Supplier shall not assign or subcontract any part of the Order unless written consent has been provided by the Purchaser.
Relationship of Parties
Nothing contained in these Conditions shall be construed as establishing or implying any partnership or joint venture between the Seller and Purchaser and nothing in these Conditions shall be deemed to construe either of the parties as the agent of the other.
Waiver
The failure by either party to enforce at any time or for any period any one or more of the Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Conditions of this agreement.
Severability
If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
Governing Law and Jurisdiction
This agreement shall be governed by and interpreted in accordance with the law of England and Wales and shall be subject to the jurisdiction of the Courts of England and Wales.