Terms and Conditions of Purchase
1.1 The definitions and rules of interpretation in this Condition apply in these Conditions.
Company: Rexel UK Limited trading as Denmans (Company Number 00434724) (VAT Number 614213680) whose registered office is at Ground Floor, Eagle Court 2, Hatchford Brook, Hatchford Way, Sheldon, Birmingham, B26 3RZ.
Conditions: the standard terms and Conditions of supply of Goods set out in this document.
Contract: the Order and the Supplier's acceptance of the Order and made in accordance with these Conditions.
Customer: any customers of the Company who purchase the Goods or their customers and all ultimate users of the Goods.
Due Date: (a) for Stock Orders, the date being seven (7) days after the delivery date specified on the Order or agreed pursuant to Condition 8.2; and (b) for all other Orders the delivery date specified on the Order or agreed pursuant to Condition 8.2;
Goods: any goods agreed in the Contract to be bought by the Company from the Supplier (including any part or parts of them).
Order: the Company's written instruction to buy the Goods, incorporating these Conditions.
Stock Order: an automatically generated Order issued by the Company to replenish stock levels with an Order number beginning (after the branch identification prefix code) with the number 2, for example 3GA 2759387.
Supplier: the person, firm or company who accepts the Company's Order.
1.2 A reference to a statute is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 A reference to one gender includes a reference to all other genders and a reference to the singular includes a reference to the plural and vice versa.
1.4 Condition headings do not affect the interpretation of these Conditions.
2. APPLICATION OF TERMS
2.1 Subject to any variation under Condition 2.5, these Conditions are the only Conditions upon which the Company is prepared to deal with the Supplier and they shall govern the Contract to the entire exclusion of all other terms or Conditions of the Supplier, its agents or servants (including any terms or Conditions which the Supplier purports to apply under any acknowledgement or confirmation of Order or other document).
2.2 Each Order for Goods by the Company from the Supplier shall be deemed to be an offer by the Company to buy Goods subject to these Conditions and no Order shall be accepted until the Supplier either expressly by giving notice of acceptance, or impliedly by fulfilling the Order, in whole or in part accepts the offer.
2.3 No terms or Conditions endorsed upon, delivered with or contained in the Supplier's quotation, acknowledgement or acceptance of order, specification or similar document shall form part of the Contract simply as a result of such document being referred to in the Contract and the Supplier waives any right which it otherwise might have to rely on such terms and Conditions.
2.4 The parties acknowledge that they have not relied on any statement, promise or representation made or given by or on behalf of the other which is not set out in the Contract or in any confirmation email. Nothing in this Condition shall exclude or limit either party’s liability for fraud or fraudulent misrepresentation.
2.5 These Conditions apply to all the Orders and any variation to these Conditions shall have no effect unless expressly agreed in writing and signed by an authorised representative of each party.
3. QUALITY & ENVIRONMENTAL COMPLIANCE
3.1 The Goods shall be without fault and conform in all respects with the manufacturers published specification and any performance specification referenced within the Order.
3.2 The Supplier shall maintain a quality assurance system, which fully complies with the requirements of and is independently certified to ISO 9001:2008 (en) which the Company may audit, monitor and inspect upon request subject to giving reasonable prior notice.
3.3 Without prejudice to Condition 3.1 hereof, the Goods, their manufacture, labelling and information relating to them shall comply in all respects with all relevant laws, regulations, directions and orders, including but not limited to EC Regulation No: 1907/2006/EC concerning registration, evaluation, authorisation and restriction of chemicals (REACH), EC Directive 2002/95/EC on the restriction of the use of certain hazardous substances (RoHS), EC Directive 2011/65/EU on the restriction of the use of certain Hazardous Substances in Electrical and Electronic Equipment (recast) (“RoHS Directive 2011”), Construction Products Regulation (305/2011/EU) (Construction Products Regulation 2011), The Restriction of the Use of Certain Hazardous Substances in Electronic Equipment Regulations 2008 as amended (“RoHS 1”), The Restriction of the Use of Certain Hazardous Substances in Electronic Equipment Regulations 2012 (“RoHS 2”), Construction Products Regulations 2013 (SI 2013/1387) (“CPR”) and EC Directive 2002/96/EC on waste, electrical and electronic equipment (WEEE), be CE Marked where applicable and be supplied with all written information required by any such laws and regulations.
3.4 The Supplier agrees to collaborate with the Company by providing information on the Life Cycle of the Goods, including their carbon footprint, recyclability and energy efficiency.
3.5 The Supplier warrants that its operations will not breach the Company’s Environmental Policy (a copy of which is available on request) or endanger the health of the Customer.
3.6 The Supplier warrants that any information it delivers to the Company in accordance with this Condition 3 is accurate and consistent. The Supplier shall upon the Company’s request, provide evidence of compliance with such requirements.
3.7 The Supplier shall comply with and bear all costs for the compliance with all relevant laws, regulations directions and orders.
4.1 The Supplier shall keep the Company indemnified in full from and against all direct losses, damages, injury, costs and expenses of any kind (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with:
(a) defective workmanship, quality or materials;
(b) any infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or supply of the Goods; and
(c) any claim made against the Company in respect of any loss, damage, injury, cost or expense sustained by the Company's employees or agents to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Goods as a consequence of a breach or negligent performance or failure or delay in performance of the terms of the Contract by the Supplier.
4.2 Subject to Condition 20.8, in no event shall the Supplier be liable to the Company, whether under contract, statutory law, tort or otherwise, for any indirect, incidental or consequential loss or damage, including but not limited to loss of profit, loss of use, loss of production or penalty payments.
5.1 The Supplier shall arrange and keep on foot the following insurances with a reputable insurer in the London or central European insurance market:
(a) third party and public liability insurance (which shall include product liability insurance) for the period where any Goods are sold by the Supplier and for 6 years thereafter for a minimum amount of £5 million in respect of each and every claim;
(b) professional indemnity insurance only where the Supplier provides any design or advisory services to the Company for the period where the advice or design services are provided and for 6 years thereafter for a minimum amount of £5million in respect of each and every claim, and
(c) employer’s liability insurance in accordance with UK legal requirements.
5.2 The Supplier shall provide evidence satisfactory to the Company of such insurances to the Company upon request and, if the Company does not receive such evidence the Company may arrange such insurances on behalf of and at the expense of the Supplier.
5.3 The Supplier shall ensure that third party and public liability insurance contains an indemnities to principals clause.
6. CORPORATE & SOCIAL RESPONSIBILITY
6.1 In accordance with the Company’s commitments to ethics and social responsibility, the Supplier warrants that it will comply with the principles, standards and other provisions of the Company’s Ethics and Social Responsibility Policy (a copy of which is available on request).
7. ANTI-BRIBERY AND CORRUPTION
7.1 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) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) comply with the Company’s ethics and social responsibility policies in respect of which it has received copies (“Relevant Policy”);
(d) have and shall maintain in place throughout the term of this agreement its own policies and procedures including adequate procedures under the Bribery Act 2010 to ensure compliance with the Relevant Requirements, Relevant Policy and Condition 7.1(b); and
(e) promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this agreement.
7.2 The Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods in connection with this agreement does so only on terms equivalent to those imposed on the Supplier in accordance with Condition 7.1(b); (“Relevant Terms”). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms.
7.3 Breach of Conditions 7.1 and 7.2 by the Supplier shall be deemed a material breach of these terms under Condition 14 of these terms.
7.4 For the purpose of Conditions 7.1, 7.2 and 7.3 the meaning of adequate procedures and whether a person is associated with another person shall have the meaning prescribed to those terms by the Bribery Act 2010 and any guidance issued under section 9 of that Act. For the purpose of Conditions 7.1, 7.2 and 7.3, a person associated with the Supplier includes but is not limited to any agent, delegate or subcontractor of the Supplier.
8.1 The Goods shall be delivered DDP (Incoterms 2010) to the Company's place of business or to such other place of delivery as is specified in the Order or may be agreed between the parties in writing prior to delivery of the Goods.
8.2 The Goods shall be delivered on the date specified in the Order or on such other date as the parties may subsequently agree.
8.3 The Supplier shall ensure that each delivery is accompanied by a delivery note which shows, inter alia, the Order number, date of Order, number of packages and contents. In the case of part delivery, the delivery note must show the outstanding balance remaining to be delivered.
8.4 The Supplier shall comply with any reasonable instructions relating to delivery issued by the Company from time to time.
8.5 In the case of delivery of the Goods directly to a place of delivery which is not one of the Company’s places of business the Supplier shall send to the Company’s branch from which the Order was placed a signed Proof of Delivery.
8.6 If so required and upon request the Supplier shall provide to the Company a certificate of conformance to specification.
8.7 Time for delivery shall be of the essence.
8.8 Unless otherwise stipulated by the Company in the Order, deliveries shall only be accepted by the Company during normal business hours and will not be accepted on bank or other public holidays.
8.9 Unless stipulated otherwise within the Order, if the Goods are not delivered by the Due Date then, without prejudice to any other rights which it may have, the Company reserves the right to:
(a) cancel the Contract in whole or in part;
(b) refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make; and
(c) recover from the Supplier any expenditure incurred by the Company in obtaining the Goods in substitution from another supplier.
8.10 Where the Company agrees in writing to accept delivery by instalments the Contract shall be construed as a single contract in respect of each instalment. Nevertheless failure by the Supplier to deliver any one instalment shall entitle the Company at its option to cancel the Order, including any existing and future instalments without liability.
8.11 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier's risk and shall be returnable at the Supplier's expense.
8.12 The Company shall not be deemed to have accepted the Goods until it or, where the Goods are delivered direct to the Customer, the Customer has had 10 days to inspect them following delivery. The Company and the Customer shall also have the right to reject the Goods as though they had not been accepted for 30 days after any latent defect in the Goods has become apparent. All costs in relation to the rejection shall be paid by the Supplier.
8.13 Without prejudice to any other rights and remedies of the Company and whether or not such defect is revealed by the Company’s inspection, the Supplier shall, at the option of the Company, promptly replace, repair or refund the price of any Goods found to be defective within 12 months of delivery to the Customer, whether such defect arises from faulty design, materials or workmanship.
9. RISK & PROPERTY
9.1 The Goods shall remain at the risk of the Supplier until delivery to the Company is complete (including off-loading). Ownership of the Goods shall pass to the Company upon receipt by the Supplier of payment in full for the Goods or, if earlier when the Company resells the Goods in the normal course of its business.
10.1 The price of the Goods shall be stated in the Order and unless otherwise agreed in writing by the Company shall be exclusive of value added tax but inclusive of all other charges.
10.2 No variation in the price or extra charges shall be made without the written consent of the Company.
11.1 The Supplier shall invoice the Company upon, but separately from, despatch of the Goods to the Company. The Supplier’s invoice must:
(a) relate to one single Order only and not include multiple Orders;
(b) be addressed to the Company;
(c) be sent to the address stated in the Order or to such other place as the Company may direct; and
(d) contain all of the following information:
(i) invoice number;
(ii) delivery address;
(iii) the Supplier’s name, address, company registration number and VAT registration number;
(iv) if different from Condition 11.1(d)(iii), the name of the payee and the payment address;
(v) the Company’s Order number; and
(vi) the item numbers, descriptions, quantities and prices for the Goods as set out in the Order.
11.2 The Company shall pay the price of the Goods properly invoiced in accordance with Condition 11.1 within 63 days, or such longer period as may be agreed in writing between the parties, of the end of the month in which the Goods are delivered assuming that the Company has accepted the Goods in accordance with Condition 8.11.
11.3 Unless otherwise agreed in writing the Company shall receive a settlement discount of 2.5% of the value of each and every invoice settled in accordance with the terms of this Condition 11.
11.4 The Company shall not be under any obligation to pay any invoice which does not comply with the Conditions or contain the information set out in Condition 11.1 except in relation to sub-Condition 11.1(d)(iii) if the omitted information does not exist or is not applicable because the Supplier is not a registered company or VAT registered.
11.5 The Company shall only pay the price stated in the Order and the Company shall only pay handling or other additional charges if they are included in the Order.
11.6 Time for payment shall not be of the essence of the Contract.
11.7 In the case of delivery of the Goods directly to a place of delivery which is not the Company’s place of business the Company will only be required to pay the price of the Goods once it has received the signed Proof of Delivery in addition to the invoice from the Supplier in accordance with Condition 8.5.
11.8 Without prejudice to any other right or remedy, the Company reserves the right to set off any amount owing at any time from the Supplier to the Company against any amount payable by the Company to the Supplier under the Contract or under any other agreement or arrangement between the Company and the Supplier.
11.9 In the event that the Company disputes the amount of the Supplier’s invoice the Company shall be entitled at the Company’s absolute discretion to pay the undisputed amount and issue and provide to the Supplier a debit note in respect of the disputed amount. If the Supplier accepts that the disputed amount of the invoice or such other amount as the parties agree (the Disputed Sum) is not due by the Company, the Supplier shall provide the Company with a credit note equal to the value of the Disputed Sum within 30 days of the Company providing the debit note to the Supplier.
11.10 If within 30 days of the Company supplying the debit note to the Supplier, the Supplier notifies the Company in writing that it does not accept that the Disputed Sum is not due by the Company then the parties shall negotiate in good faith to resolve the dispute to their mutual satisfaction within a further period of 30 days.
11.11 If the Supplier fails to notify the Company in writing that the Supplier does not accept that the Disputed Sum is not due by the Company within 30 days of the Company providing the Supplier with the debit note then the Supplier shall be deemed to have accepted that the Disputed Sum is not due by the Company and the Company shall not be obliged to pay the Disputed Sum.
12.1 The parties shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, prices, margin, project pricing, turnover, commercial strategy, or initiatives which are of a confidential nature and have been disclosed by one party to the other party or its agents and any other confidential information concerning the parties’ business or products which either may obtain and the parties shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging their obligations and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the parties.
13. INTELLECTUAL PROPERTY
13.1 The Supplier represents and warrants that the Goods do not infringe any patent, copyright, trademark or other intellectual property right of any third party. The Supplier represents and warrants that as of the date of the Order there are no claims, disputes, suits, arbitral or other proceedings pending or anticipated which may affect either the rights granted hereunder or the warranties and representations made hereunder by the Supplier.
14.1 The Company may cancel the Order in whole or in part if the Order is not completed in all respects in accordance with its stipulations, the Contract and these Conditions.
14.2 The Company shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving the Supplier written notice whereupon all work on the Contract shall be discontinued and the Company shall pay to the Supplier fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss and shall not exceed the value of the Goods that constitute the work in progress.
14.3 The Company shall have the right at any time by giving notice in writing to the Supplier to terminate the Contract forthwith if:
(a) the Supplier commits a material breach of any of the terms and/or Conditions of the Contract; or
(b) the Supplier commits a series of or repeated minor breaches of any of the terms and/or Conditions of the Contract; or
(c) any distress, execution or other process is levied upon any of the assets of the Supplier; or
(d) the Supplier has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Supplier or notice of intention to appoint an administrator is given by the Supplier or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Supplier or for the granting of an administration order in respect of the Supplier, or any proceedings are commenced relating to the insolvency or possible insolvency of the Supplier or suffers anything analogous under foreign laws; or
(e) the Supplier ceases or threatens to cease to carry on its business; or
(f) the Company has reasonable grounds for suspecting that an event in Condition 14.3(d) has occurred or shall occur, or that Supplier shall not deliver the Goods in accordance with the Contract, and so notifies Supplier.
(g) the financial position of the Supplier deteriorates to such an extent that in the opinion of the Company the capability of the Supplier adequately to fulfil its obligations under the Contract has been placed in jeopardy.
14.4 The termination of the Contract, however arising, shall be without prejudice to the rights and duties of the Company accrued prior to termination. The Conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.
15.1 Without prejudice to any other right or remedy which the Company may have, if any Goods are not supplied in accordance with, or the Supplier fails to comply with, any of the terms of the Contract and where such failure is capable of remedy the Supplier fails to remedy such failure within 7 days of receiving written notice from the Company requesting the same, excluding a failure to deliver the Goods on time (which is dealt with under Condition 8.9), the Company shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by the Company:
(a) to rescind the Order;
(b) to reject the Goods (in whole or in part) and return them to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the Goods so returned shall be paid forthwith by the Supplier;
(c) at the Company's option to give the Supplier the opportunity at the Supplier's expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
(d) at the Company's option at the Supplier's expense either to remedy any defect in the Goods or to obtain replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled; and
(e) to refuse to accept any further deliveries of the Goods but without any liability to the Supplier.
16.1 Neither party shall be entitled to assign, sub-contract or hold on trust the Contract or any part of it without the prior written consent of the other.
17. DISPUTES & ARBITRATION
17.1 If any dispute arises in connection with the Contract where the Supplier is legally domiciled in the UK the dispute shall be resolved between the parties as they see fit or in the English courts.
17.2 If any dispute arises in connection with the Contract where the Supplier is not legally domiciled in the UK, the dispute shall be referred to and be finally resolved by arbitration in accordance with the Centre for Effective Dispute Resolution (CEDR). The language of the arbitration will be English. CEDR shall be the appointing body and administer the arbitration. CEDR shall apply the UNCITRAL rules in force at the time the arbitration is initiated. In any arbitration commenced pursuant to this clause, the number of arbitrators shall be one and the seat or legal place of arbitration shall be London, England.
18. FORCE MAJEURE
The parties reserve the right to defer performance of their obligations under these Conditions or the Contract if they are prevented from or delayed in the carrying on of their business due to circumstances beyond their reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, riot, civil commotion, fire, explosion, flood or epidemic but excluding lock-outs, strikes and labour disputes affecting their workforce and any delays in their supply chain.
19.1 Any notice given under the Contract must be in writing and signed by or on behalf of the party giving it.
19.2 Any notice or document to be given to the Company under the Contract must be given by delivering it personally or by sending it by pre-paid first class, or recorded delivery post to the Company’s registered office.
19.3 Any notice or document to be given to the Supplier under the Contract must be given by delivering it personally or by sending it by pre-paid, or recorded delivery post to the Supplier’s registered office or last known address.
20.1 Each right or remedy of the parties under the Contract is without prejudice to any other right or remedy of the parties whether under the Contract or not.
20.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
20.3 Failure or delay by either party in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
20.4 Any waiver by either party of any breach of, or any default under, any provision of the Contract by the other shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
20.5 The parties agree that benefit of Conditions 3, 5, 6, 8 and 13 may be enforced by the Customer pursuant to the Contracts (Rights of Third Parties) Act 1999.
20.6 Notwithstanding Condition 20.5 the Company and the Supplier may terminate, rescind, cancel or agree any variation, waiver or settlement under the Contract without the consent of the Customer.
20.7 Except as expressly provided elsewhere in the Contract in favour of the Customer, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
20.8 Nothing in these Conditions or a Contract excludes or restricts either party’s liability for any matter that cannot lawfully be excluded or restricted.
20.9 Subject to Condition 20.8, in no event shall the Company be liable to the Supplier, whether under contract, statutory law, tort or otherwise, for any indirect, incidental or consequential loss or damage, including but not limited to loss of profit, loss of use, loss of production or penalty payments.
20.10 The Parties specifically disclaim the application of the United Nations Convention on Contracts for the International Sale of Products of April 11, 1980.
20.11 The parties are independent and these Conditions shall not create or form any partnership, franchise, joint venture, agency, representative or employment relationship between the parties nor between the Company and any affiliate, licensor, subcontractor or employee of the Supplier. Unless otherwise agreed in writing by the parties, neither party shall incur any debt in the name of or on behalf of the other party.
20.12 These Conditions and the formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by and construed in accordance with English law and, except in relation to the enforcement of any Judgment or Arbitration Award where the English courts shall have non-exclusive jurisdiction, the parties submit to the exclusive jurisdiction of the English courts.