TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS

DEFINITIONS

1.1 In these Conditions:

“Contract” means the agreement between Purchaser and the Supplier comprising these Conditions and the Purchase Order.

“Delivery Date” means the date on which the Goods are to be delivered to the Purchaser, as specified in the Purchase Order

“Goods” means any such goods supplied to the Purchaser by the Supplier pursuant to or in connection with the Purchase Order;

“Price” means the price of the Goods as specified in the Purchase Order;

“Purchaser” means Marlowe Fire & Security Limited – Company No. 05239777, Marlowe Fire & Security (BBC) Limited –  Company No. 01454397, Marlowe Kitchen Fire Suppression Limited – Company No. 08451949, Fire Alarm Fabrication Services Limited T/A FAFS Fire & Security & MRFS Group – Company No. 02565127, MJ Fire Safety Limited – Company No. 06313953, Alarm Communications Limited T/A ACL & Griffin Fire – Company No. 01804961, Hadrian Technology Limited T/A HTL – Company No. 03775634, Morgan Fire Protection Limited – Company No. 02002176, Island Fire Protection Limited – Company No. 02594715, Clymac Limited – Company No. 03019000, Victory Fire Limited – Company No. 02694384 and Marlowe Smoke Control Limited – Company No. 06904844 whose Registered Office is 20 Grosvenor Place, London, SW1X 7HN, or any other holding company or subsidiary company or associated company under common ownership thereof, designated by the Company as the contracting party for the purposes of the Agreement who will provide the Service to the Customer.

“Purchase Order” means the order issued by the Purchaser setting out the Goods required to be delivered by the Supplier and all other terms specific to the Goods, and includes all documents referred to in it.;

“Supplier” means the person, firm or company who is the supplier of the Goods named in the Purchase Order.

“Warranty Period” means the longer of (i) 12 months from the Purchaser’s acceptance or, if later, the installation/

commissioning of the Goods; (ii) any period specified as such in the Contract; or (iii) any period implied by law during which the Goods should remain of satisfactory quality.

“Working Day” means a day other than a Saturday or Sunday or public holiday in the country where the Goods are performed.

 1. General

1.1. The headings to these Conditions of this Contract are for convenience only and will not affect its construction or interpretation.

1.2 For the avoidance of doubt no Terms or Conditions submitted at any time by the Supplier shall form any part of the Contract.  In the event of a conflict between any of these Conditions and any specific term or condition (whether in the Contract or otherwise) referred to in the Purchase Order, the latter shall prevail.

1.3. Following the issuing of an Order the Contract shall be formed, and a binding contract shall exist to supply the Goods, on the earlier of the Supplier indicating its acceptance of the Order (e.g. by a written or oral order confirmation) or commencing performance of the Order and these Conditions shall be deemed to have been accepted by the Supplier.

1.4 The Purchaser reserves the right to cancel the Contract at any point prior to Goods being delivered to the Supplier.

1.5 The Supplier shall be the non-exclusive supplier of the Goods to Purchaser.

2. Supply of Goods

2.1 The Supplier warrants to the Purchaser that the Goods:

a) correspond with their description and any applicable Goods Specification;

b) are of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Purchaser, either expressly or by implication, and in this respect, the Purchaser relies on the Supplier’s skill and judgement;

c) are free from defects in design, materials and workmanship and remain so for 24 months after delivery; and

d) comply with all applicable statutory, regulatory requirements, orders or bye-laws in force from time to time.

e) will comply with all relevant standards; regulations and laws relevant in the country where Goods are supplied;

f) will comply fully with the terms and requirements of the Contract.

2.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.

2.3 The Supplier shall supply, where relevant and appropriate, a certificate of conformance with any relevant specification confirming conformance with all appropriate regulatory approvals and health and safety requirements.

3. Hazardous Goods

3.1 If any Goods to be provided under the Contract involves the use of any hazardous substances or requires any special precautions to be taken to ensure safety in handling, transport, storage or use, the Supplier shall prior to delivery furnish Purchaser with written details of the nature of those substances and the precautions to be taken and shall ensure that before despatch appropriate instructions and warnings are clearly and prominently marked or securely attached to any containers into which they are packed.

3.2 In particular (but without limitation) the Supplier shall provide to Purchaser in writing all such data, Instructions and warnings as are required to comply with applicable legislation relating to health and safety and shall indemnify Purchaser against any and all liabilities, claims and expenses which may arise as a result of the Supplier failure to do so.

4. Ownership and Risk

4.1 The risk and title in any goods which form all or part of the Goods shall pass to Purchaser when full and final payment is made.

5. Price & Payment

5.1. The total price to be paid for the Goods shall be the sum stated in the Order. The sum shall be a lump sum for the entire Goods and fully fixed for the duration of the Contract. The price shall be exclusive of VAT but inclusive of all other, taxes, charges and expenses including packaging, shipping, carriage, insurance, testing and delivery of the Goods to the delivery address and any duties, imposts or levies unless agreed otherwise at the time of order.

Unless the Purchase Order provides otherwise payment shall be made within 60 days from the end of the month of receipt of invoice. Except with Purchaser’s prior written consent, the Supplier shall not factor or assign any invoice submitted to PURCHASER pursuant to this Agreement.

5.2. The Supplier shall be entitled to render an invoice on or after the delivery of all the Goods. For the avoidance of doubt, no invoice will be accepted by the Purchaser if received later than 90 days after delivery of the Goods.

5.3 Each invoice issued under this Contract must contain the following information:

5.3.1. the number of the Purchase Order;

5.3.2. the address of the Site to which the Goods are to be delivered;

5.3.3. The period to which the invoice relates;

5.3.4. A breakdown of the Goods Supplied

5.4 The Purchaser shall be entitled to withhold and set off any amounts due to the Supplier under this or any other contract between the Purchaser and Supplier.

5.5 Should the Purchaser fail to make payment when the invoice is due, the Supplier shall be entitled to charge simple interest on late payment (unless such payment has been disputed and withheld in good faith) at the rate of 3%. It is agreed between the parties that this is a substantial remedy for the purposes of the Late Payment of Commercial Debts Act 1998.

6. Delivery

6.1 The Goods shall be delivered in accordance with the dates provided on the Purchase Order. Time shall be of the essence in relation to any delivery the Supplier shall make under the Purchase Order. The Goods are to be delivered during the Purchasers normal working hours (8.30am – 5pm Monday to Friday) and it is the responsibility of the Supplier to unload all Goods and position on site (where directed). The Goods shall be provided in the quantities and by the times and at the locations set out in the Purchase Order or otherwise agreed with the Purchaser in writing (and signed by authorized signatories) and Purchaser shall not be obliged to accept any incomplete delivery or any Goods in excess of the amounts ordered.

6.2 The Supplier’s failure to effect delivery on the specified dates in the Purchase Order shall entitle the Purchaser to purchase substitute Goods and to hold the Supplier accountable for any and all loss and/or additional costs incurred as a result of such failure.

6.3 The Supplier shall notify PURCHASER if any delivery or performance is likely to be delayed beyond the date specified in the Form of Framework for Goods and / or Purchase Order. Failure by the Supplier to notify any likely delay shall entitle Purchaser to terminate without liability all or part of the order set out in the Purchase Order. Purchaser shall also be entitled to compensation for any direct losses resulting from such failure and delay. If any delay which is notified does or is likely to exceed 7 days, Purchaser shall be entitled to terminate without liability on its part all or part of the order set out in the Purchase Order and/or to compensation for any resulting direct losses.

6.4 If Goods are delivered before the dates specified in the Purchase Order, the Purchaser shall be entitled to its sole discretion to refuse to take delivery or to make necessary charges for insurance, storage and similar of the Goods until the Delivery Date.

6.5 The Supplier must ensure all goods delivered as part of the Goods are suitably packaged and marked in a proper manner and in accordance with any Purchaser instructions and statutory requirements and any requirements of the carriers. Purchaser shall not be obliged to return any packaging materials for any goods whether or not they are accepted by Purchaser.

6.6 In addition to any other right Purchaser may have under this Agreement or any other contract between it and the Supplier, Purchaser shall be entitled to postpone the date of delivery or performance for whatever period it deems fit upon giving notice in writing to the Supplier. The Supplier shall not make any additional charges for providing or performing the Goods where Purchaser exercises this right, unless the Supplier can demonstrate to the reasonable satisfaction of Purchaser, providing supporting evidence, that such additional charges are unavoidable.

6.7 The Supplier shall not unreasonably refuse any request by Purchaser to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier or any third party prior to dispatch, and the Supplier shall provide Purchaser or their nominated representative with all facilities reasonably required for inspection and testing.

7. Variations

7.1 The Supplier shall accept any reasonable variation to the specification for the Goods requested by Purchaser. The price shall be adjusted and agreed in writing by Purchaser to reflect the variation having regard to the rates and prices used in the Contract or, where these are not relevant, to what is fair and reasonable.

7.2 Neither Party shall be bound by any variation to the Contract unless and until it is confirmed in a variation to the Purchase Order signed by authorized representatives of each Party.

8. Intellectual Property

8.1 The Supplier hereby assigns absolutely by way of present and (to the extent permissible by law) future assignment with full title guarantee all intellectual property rights which are created by the Supplier or on the Supplier’s behalf as part of the Goods where the Supplier designs, produces or makes available any item or service which is specific to Purchaser. Such Intellectual property will not extend beyond the part or modification made for Purchaser. The Supplier may use those intellectual property rights only as properly and reasonably required in connection with the supply of the Goods for Purchaser.

8.2 The Supplier grants Purchaser a non-exclusive, worldwide, perpetual, transferable, royalty-free license (including the ability to grant sub-licenses) in respect of all intellectual property rights in the Goods which have been made specifically for Purchaser as per Clause 6.1.

8.3 The Supplier shall obtain all releases, waivers and authorizations throughout the world necessary for Purchaser to make full and free use of the Goods.

8.4 The Supplier shall and shall procure that the Supplier’s agents, employees and sub-Suppliers shall execute any documents or do anything else reasonably required by Purchaser to vest in and transfer to Purchaser (and maintain, defend, enforce) those intellectual property rights referred to in Clause 6.1, to secure the licenses referred to in Clause 6.2 and to confirm those releases, waivers and authorizations referred to in Clause 6.3.

8.5 The Supplier shall not use or permit the use of any of the intellectual property belonging to Purchaser (or Purchaser’s licensors), including without limitation logos or other intellectual property rights without the prior written agreement of Purchaser.

8.6 The Supplier will indemnify and hold Purchaser harmless against any damages (including costs) that may be awarded or greed to be paid in respect of any claim or action that any Goods supplied by the Supplier infringes any intellectual property right of any third parties.

9. Indemnity

9.1 Neither party excludes or limits liability to the other party for:

(a) death or personal injury caused by its negligence; or

(b) fraud or fraudulent misrepresentation or

(c) any other matter which can not be restricted by law.

9.2 The Supplier shall indemnify Purchaser fully against all claims, proceedings, actions, damages, costs, expenses and any other liabilities that may arise out of, or in connection with:

(a) The performance or non-performance of the Supplier of its obligations under this Contract or the presence of any Supplier or any staff on Purchaser’s premises;

(b) any act or omission or negligence of the Supplier (including the Supplier’s employees, agents and sub-Suppliers) in supplying, any Goods

(c) any breach of any warranty given by the Supplier in relation to the Goods including but not limited to the warranties set out in clause 2;

(d) any liability Purchaser might incur under the Consumer Protection Act 1987 or General Product Safety Regulations 2005 in respect of the Goods or any other items in which the Goods are Incorporated; and

(e) any liability to any third party arising in connection with the Goods which Purchaser may incur whether by court proceedings or by a bona fide out-of-court settlement.

9.3 The Supplier shall not be liable to Purchaser for any damage

or injury to the extent that the same is caused by or arises out of Purchaser’s negligent acts or omissions.

9.4 The Supplier shall also be liable for additional operational, administrative costs and/or expenses or wasted expenditure resulting from the direct breach of the Contract.

10. Insurance

10.1 The Supplier shall effect and maintain with a reputable insurance company of good repute the following policies of insurance providing cover consistent at least with the best industry practice of suppliers of Goods of the type to be supplied by the Supplier to Purchaser, in amounts of not less than those stated below for any claim or series of related claims, for the period over which the Agreement is to be performed and for a minimum of 6 years following expiration or earlier termination of the Agreement:

(a) Employers liability Insurance of not less than £10 million or the minimum level required by law;

(b) Public liability insurance of not less than £10 million or the minimum level required by law;

(c) Product liability insurance of not less than £10 million or the minimum level required by law;

(d) Professional indemnity Insurance of the minimum level required by law.

10.2 The insurance policies specified in clause 10.1 shall not have any unusual or onerous conditions, exclusions or limitations which may detrimentally affect the Supplier’s ability to make a claim.

10.3 The Supplier must, prior to commencing the Goods, ensure that the current copies of his insurance Certificate(s) are provided to Purchaser. On written request of Purchaser, the Supplier shall produce to Purchaser satisfactory evidence of the insurance arrangements in this clause 10 within twenty-fours of being so requested.

11. Confidentiality

11.1 For the purposes of this Clause 11, “Confidential Information” means any information which has been designated as confidential by Purchaser in writing or which because of its content ought to be considered as confidential (however it is conveyed or on whatever media it is stored), information the disclosure of which would, or would be likely to, prejudice the interests of Purchaser, its trade secrets, Intellectual property rights or know-how and all personal data and sensitive data within the meaning of the Data Protection Act 1998 and General Data Protection Regulations 2016, but does not include any information:

(a) which was public knowledge at the time of disclosure (otherwise than by breach of this Clause 11);

(b) which was in the possession of the Supplier, without restriction on its disclosure, before receiving it from Purchaser;

(c) which is received from a third party (who lawfully acquired it) without restriction on Its disclosure; or

(d) is independently developed without access to the Confidential Information.

11.2 The Supplier shall:

(a) treat all Confidential Information belonging to Purchaser as confidential and shall use its best endeavours to prevent its staff from making any disclosure to any person of any such confidential information; and

(b) not disclose any Confidential Information belonging to Purchaser to any other person without the prior written consent of Purchaser, except to such persons and to such extent as may be necessary for the performance of the Supplier’s obligations under the Agreement or except where disclosure is otherwise expressly permitted by the provisions of the Agreement.

11.3 The Supplier shall ensure that its staff, professional advisors and consultants are aware of the Supplier’s confidentiality obligations under the Agreement.

11.4 The Supplier must not use any Confidential Information it receives from Purchaser otherwise than for the purposes of the Agreement.

11.5 If the Supplier fails to comply with Clauses 11.1 – 11.4 Purchaser reserves the right to terminate the Agreement with immediate effect by notice in writing.

11.6 In order to ensure that no unauthorized person gains access to any Confidential Information or any data obtained in the supply of Goods under the Agreement, the Supplier undertakes to maintain adequate security arrangements that meet the requirements of professional standards and best practice.

11.7 Without prejudice to the preceding provisions of this Clause 15, the Supplier shall not (and shall ensure that its employees, agents and sub-Suppliers shall not) make, or permit any person to make, any statements or responses to public, media or official enquiries concerning this Agreement or the Goods without prior written consent of Purchaser.

12. Data Protection

12.1 In performing the Order, the Supplier shall comply with the General Data Protection Regulation (EU 2016/679) (hereinafter ‘GDPR’) and shall do nothing (or refrain from doing something) that could cause Purchaser or client to violate its obligations under the GDPR. Where personal data (as defined in the GDPR) is provided to the Supplier in connection with a Contract, the Supplier shall only process any such personal data for the purposes of providing the relevant Goods (and for no other purpose whatsoever) and in accordance with Purchaser’s written instructions from time to time. The Supplier shall also implement, and at all times maintain, appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and accidental loss or damage. The Supplier also agrees not to transfer the personal data to countries outside the European Union.

12.2 The Supplier agrees that Purchaser or the client may collect, store and use Supplier’s data, including personal data, for the purpose of facilitating its marketing and sale of the products, and the Supplier hereby consents to such collection, storage and use of Supplier’s data by Purchaser or the client and entities related with them for these purposes.

13. Termination

13.1 Purchaser may without liability cancel the Contract with immediate effect in whole or part by notice to the Supplier at any time prior to delivery of the Goods or any part thereof. In relation to a partial cancellation, Purchaser shall remain liable to pay for those Goods which have not been cancelled but otherwise no cancellation charges of any kind will be payable by Purchaser.

13.2 Additionally, Purchaser may terminate all or any part of the Agreement without any liability immediately by notice to the Supplier in the following circumstances:

(a) if the Supplier breaches any term of the Agreement or of any Purchaser Policy and (where in Purchaser’s reasonable opinion the breach can be remedied without any delay to the time for supply under Clause 6) fails to remedy the breach by that time for performance or (if earlier) within 5 days of PURCHASER so requiring; or
(b) if the Supplier ceases to or threatens to cease to carry on business, the Supplier’s financial position is such that either the Supplier, the Supplier’s directors, members or creditors as appropriate take or are entitled to take steps to institute formal insolvency proceedings with respect to the Supplier of a type provided for by the Insolvency Act 1986 (or any similar or analogous legislation, whether under English law or otherwise), including without limitation administration, liquidation, administrative receivership, receivership, voluntary arrangement, scheme of arrangement or bankruptcy, or if the Supplier is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
(c) if the Supplier offers or gives, or agrees to give, to any employee, agent or representative of PURCHASER any gift, inducement or consideration of any kind In connection with this Agreement or any other agreement with PURCHASER, or for showing or refraining from showing favour or disfavour to any person in relation to this Agreement or any such agreement.

13.3 Purchaser shall not be liable to the Supplier for any loss of or damage to profit, revenue, anticipated savings or any indirect or consequential loss or damage in the event that Purchaser terminates the Purchase Order in accordance with this clause 13.

14. Assignment

14.1 Purchaser may at any time assign, transfer, charge or deal in any other manner with any of its rights or obligations under the Contract.

14.2. The Supplier shall not assign, transfer, charge, hold on trust for another or deal in any other manner with any of its rights or obligations under the Contract, nor purport to do so.

14.3. The Supplier shall not sub-contract, sub-let or otherwise delegate its obligations under the Contract without the prior written consent of Purchaser. Such consent, if given, shall in no way relieve the Supplier of its responsibilities under the Contract.

15. Third Party Rights

15.1 A person who is not a party to the Contract may not enforce any Terms of the Contract under the Contracts (Rights of Third Parties) Act 1999.

16. Bribery, Corruption & Modern Slavery

16.1 The Supplier shall:

(a) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);

(b) comply with Purchaser’s Anti-Corruption and Anti-Bribery Policy (annexed to this Agreement at schedule (Relevant Policy);

(c) have and shall maintain in place throughout the term of this agreement its own policies and procedures to ensure compliance with the Relevant Requirements and the Relevant Policy, and will enforce them where appropriate;

(d) promptly report to Purchaser any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of the Contract; and

(e) within one month of the date of the Contract, and annually thereafter, certify to Purchaser in writing signed by an officer of the Supplier, compliance with this Clause. The Supplier shall provide such supporting evidence of compliance as Purchaser may reasonably request.

16.2 The Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods in connection with the Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this Clause 16. The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Purchaser for any breach by such persons of any of the Relevant Terms.

17. Disputes

17.1 If any dispute arises in connection with the Agreement (a “Dispute”), an authorized representative of the Supplier and Purchaser shall, within 30 days of a written request from one party to the other, meet in good faith to resolve the Dispute.

17.2 If the Dispute remains unresolved either the Supplier or Purchaser may refer it to mediation In accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure that is in force at the date of the referral. Unless otherwise agreed between the Supplier and Purchaser, the mediator will be nominated by CEDR. To initiate the mediation either party may give notice in writing (the “Mediation Notice”) to the other requesting a mediation. A copy of the request will be sent to CEDR. The mediation will start not later than 60 days after the date of the Mediation Notice.

17.3 If the parties fail to reach agreement by the conclusion of the mediation then the parties shall be free to commence formal legal proceedings in the courts in relation to the Dispute

18. Severability

18.1 If any provision of these Terms and Conditions are held to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of all other provisions of these Terms and Conditions shall not in any way be affected or impaired. 

19. Law & Jurisdiction

19.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

19.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).