Terms & Conditions

CONDITIONS OF PURCHASE FOR GOODS

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.

These terms and conditions under which Nectar Group Ltd, hereunder referred to as “NGL” will purchase goods and Services, form the Agreement between the Supplier and NGL.

1. DEFINITIONS

1.1   In these conditions:

"Contract" means the contract between NGL and the Supplier consisting of the Purchase Order, these Conditions, and any other documents (or parts thereof) specified in the Purchase Order.

"Delivery" means the date on which the goods

 "Date" are to be delivered to NGL, as specified in the Purchase Order

"Goods" means any such goods supplied to NGL 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 the Nectar Group Ltd

"Purchase"   means the document setting out the

"Order"  Purchaser's requirements for the Contract;

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

1.2       The headings in these Conditions are for convenience only and shall not affect its construction or interpretation.

2. VARIATION

2.1. These Conditions may only be varied with the written agreement of NGL.

2.2. NGL reserves the right by reasonable notice to the Supplier to vary the Goods detailed in the Purchase Order and any alteration to the Price or delivery date arising by reason of such modification shall be agreed between the parties and evidenced in writing.

2.3  The Contract shall become binding, and these Conditions shall be deemed to have been accepted by the Supplier on the acceptance of the Purchase Order by the Supplier (either verbally or in writing) or on delivery of the Goods, whichever is the earlier.

3. GOODS

3.1   The Supplier warrants and represents to NGL that the Goods shall:

        3.1.1    conform in all respects with any particulars or specification specified in the Purchase Order including any variations.

        3.1.2    conform in all respects with the requirements of any statutes, orders, regulations or bye-laws from time to time in force;

        3.1.3   be of satisfactory quality and free from defects in materials and workmanship (according to the Consumer rights Act, 2015); and

        3.1.4   be fit and sufficient for the purpose for which such goods are ordinarily used and for any particular purpose made known to the Supplier by NGL, and NGL relies on the skill and judgement of the Supplier in   the supply of the Goods and the execution of the Purchase Order.

4. PRICE

4.1   The Supplier shall not increase the Price unless it is validly accepted by NGL and agreed in writing before the execution of the Purchase Order.

4.2  Unless expressly agreed otherwise between the parties in writing, the Price shall be inclusive of all delivery and insurance costs, VAT and any other applicable sales taxes, duties or levies.

4.3   Unless otherwise agreed in writing by NGL, the Supplier shall render a separate invoice in respect of each consignment of the Goods delivered under the Purchase Order.  NGL undertakes to pay correctly

4.4   A valid invoice is one that is:

        - delivered in timing in accordance with the contract.

        - that is for the correct sum.

        - in respect of goods / services supplied or delivered to the required quality (or are expected to be at the required quality)

        - which quote the relevant purchase order / contract reference (where used)

        - which has been delivered to the nominated address

4.5 NGL specifically reserves the right to withhold or deduct by way of set-off or otherwise from any monies due or to become due to the Supplier any monies due to NGL from the Supplier.

4.6  NGL shall not be liable for any orders or amendments to orders other than those issued or confirmed on the official Purchase Order and shall not be responsible for the payment of the Price for Goods supplied in excess of those required by the Purchase Order.

4.7 No payment of or on account of the Price shall constitute any admission by NGL as to proper performance by the Supplier of its obligations under the Contract.

5. DELIVERY

5.1  The Goods shall be delivered to the place named on, and in accordance with, the Purchase Order.  Delivery shall be completed when the Goods have been unloaded at the point of delivery specified in the Purchase Order and delivery has been accepted by NGL or its authorised representative.  Any access to premises and any labour and equipment that may be provided by NGL in connection with delivery shall be provided without acceptance by NGL of any liability whatsoever or howsoever arising and the Supplier shall indemnify and keep indemnified NGL in respect of any actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which NGL may suffer or incur as a result of or in connection with any damage or injury (including death) occurring in the course of delivery or installation to the extent that any such damage or injury is attributable to any act, omission or negligence of the Supplier or any of its sub-contractors.

5.2 Where any access to the premises is necessary in connection with delivery or installation, the Supplier and its sub-contractors shall at all times comply with the reasonable requirements of NGL's Head of Security or other authorised representative.

5.3 The time of delivery shall be of the essence for the purposes of the Contract and failure to deliver by the Delivery Date shall enable NGL (at its option) to release itself from any obligation to accept and pay for the Goods and/or to cancel all or part of the Goods under the Purchase Order, in either case without prejudice to its other rights and remedies.

5.4  The Supplier's failure to effect delivery on the Delivery Date specified shall entitle NGL 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.

5.5 Failure by NGL to exercise its options under Conditions 5.3 and/or 5.4 in respect of any part of a Purchase Order shall not be deemed to constitute a waiver with respect to any subsequent part of that Purchase Order.

5.6   If Goods are delivered before the Delivery Date, NGL shall be entitled to its sole discretion to refuse to take delivery or to charge for insurance and storage of the Goods until the Delivery Date.

5.7 Unless otherwise stated in the Purchase Order, the Supplier is responsible for obtaining and the cost of all the export and import licences for the Goods, and in the case of the Goods supplied from outside the UK, the Supplier shall ensure that accurate information is provided to NGL as to the country of origin and the Supplier shall be liable for additional duties or taxes should the country of origin prove to be different to the one stated.

6. OWNERSHIP AND RISK

Ownership and risk in the Goods shall without prejudice to any of the rights or remedies of NGL (including NGL's rights and remedies under Condition 8 below) shall pass to NGL on delivery.

   7.  DAMAGE IN TRANSIT

7.1  On despatch of any consignment of the Goods, the Supplier shall send to NGL at the address for delivery of the Goods, an advice note specifying the means of transport, the place and date of despatch, the number of packages and their weight and volume.

7.2 The Supplier shall, free of charge and as quickly as possible, either repair or replace (as NGL shall elect in its sole discretion) such of the Goods as may either be damaged in transit or having been placed in transit fail to be delivered to NGL provided that:

          7.2.1  in the case of damage to such Goods in transit NGL shall within thirty (30) days of delivery give notice to the Supplier that the Goods have been damaged with reasonable detail of all deficiencies and  nonconformities; and

          7.2.2  in the case of non-delivery NGL shall (provided that NGL has been advised of the despatch of the Goods) within ten (10) days of the notified date of delivery give notice to the Supplier that the Goods have not been delivered.

8. INSPECTION, REJECTION AND GUARANTEE

8.1 Nothing contained in these Conditions shall in any way detract from the Supplier's obligations under common law or statute or any express warranty or condition contained in the Purchase Order.

8.2 The Supplier shall permit NGL or its authorised representatives to make any inspections or tests it may reasonably require in relation to the Goods and the Supplier shall afford all reasonable facilities and assistance free of charge at the Supplier’s or NGL's premises.  The Supplier shall make good any defects or deficiencies in the event of any failure (in the sole opinion of NGL) to comply with the terms of the Purchase Order or the Contract.  No failure to make a complaint at the time of such inspection or tests and no approval given during or after such tests or inspections shall constitute a waiver by NGL of any rights or remedies in respect of the Goods.

8.3  NGL may by written notice to the Supplier reject any of the Goods which fail to meet the requirements in the Contract.  Such notice shall be given within a reasonable time after delivery to NGL of the relevant Goods.  If NGL rejects any of the Goods pursuant to this Condition 8.3, the Supplier shall at NGL's sole option (without prejudice to its other rights and remedies) either:

       8.3.1  repair the defective Goods as quickly as possible or (as NGL shall elect in its sole discretion) replace the defective Goods with Goods which comply in all respects with the requirements under the Contract; or

       8.3.2 refund to NGL the Price in respect of the defective Goods.

8.4 The Supplier shall guarantee the Goods for a period of twelve (12) months from installation or eighteen (18) months from delivery, whichever shall be the shorter (subject to any alternative guarantee arrangements agreed in writing between NGL and the Supplier).  If NGL shall, within such guarantee period or within thirty (30) days thereafter, give notice in writing to the Supplier of any defect in any of the Goods that have arisen during the guarantee period under proper and normal use, the Supplier shall (without prejudice to any of NGL's other rights and remedies) as quickly as possible remedy such defects (whether by repair or replacement as NGL shall elect in its sole discretion) without cost to NGL.

8.5 Any Goods rejected or returned by NGL pursuant to this Condition 8 shall be returned to the Supplier at the Supplier's risk and expense.

9. LABELLING AND PACKAGING

9.1  The Goods shall be packed and marked in a proper manner and in accordance with NGL's instructions and any statutory requirements and any requirements of the carriers.  In particular, the Goods shall be marked with the Order Number, the net, gross and the weights, details of the contents shall be clearly marked on each container and all containers of hazardous goods (and all relating documents) shall bear prominent and adequate warnings.  The Supplier shall indemnify and keep indemnified NGL against all actions, suits, claims, demands, losses, charges, costs, and expenses (including legal expenses and disbursements) which NGL may suffer or incur as a result of or in connection with any breach of this Condition 9.1.

9.2  All packaging materials will be considered non-returnable and will be destroyed unless the Supplier's advice notes states that such materials will be charged for unless returned.  NGL accepts no liability in respect of the non-arrival at the Supplier's premises of empty packages returned by NGL.

10. INTELLECTUAL PROPERTY

10.1  Except to the extent that the Goods are supplied in accordance with designs provided by NGL, it shall be a condition of the Purchase Order that none of the Goods will infringe any patent, trade mark, design right (whether registered or not), copyright or any other right in the nature of intellectual property of any third party and the Supplier shall indemnify and keep indemnified NGL against all actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which NGL may suffer or incur as a result of or in connection with any breach of this Condition 10.1.

10.2 All materials, equipment, software, inventions, specifications, instructions, plans, or any form of intellectual property right in any of the foregoing ("Intellectual Property"):

       10.1.1 furnished to or made available to the Supplier by NGL pursuant to the Purchase Order are hereby assigned to and shall remain vested solely in NGL; and

       10.1.2 the Supplier shall not (except to the extent necessary for the implementation of the Purchase Order) without prior written consent of NGL, use or disclose any such Intellectual Property or any information (whether or not relevant to the Contract) which the Supplier may obtain pursuant to the Contract and in particular (but without prejudice to the generality of the foregoing) the Supplier shall not refer to NGL or the Contract in any advertisement without NGL's prior written agreement.

11. HEALTH AND SAFETY

11.1 The Supplier represents and warrants to NGL that the Supplier has satisfied itself that:

       11.1.1 all necessary tests and examinations have been made or will be made prior to delivery of the Goods to ensure that the Goods are designed, manufactured, supplied, and installed so as to be safe and without risk to the health or safety of persons using the same; and

       11.1.2 that it has made available to NGL adequate information about the use for which the Goods have been designed and have been tested and about any conditions necessary to ensure that when put to use the Goods will be safe and without risk to health.

11.2  In any event, the Supplier will comply with the duties imposed on it by the Health & Safety at Work etc Act 1974 or any amendment thereto and of all other statutory provisions, rules, and regulations so far as they are applicable.  The Supplier shall indemnify and keep indemnified NGL against any and all actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which NGL may suffer or incur as a result of or in connection with any breach of this Condition 11.

12. INDEMNITY AND INSURANCE

12.1   Without prejudice to any rights or remedies of NGL (including NGL's rights and remedies under Condition 8 above) the Supplier shall indemnify and keep indemnified NGL against any and all actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which NGL may suffer or incur as a result of or in connection with any damage to property or in respect of any injury (including death) to any person which may result directly or indirectly from any defect in the Goods or the negligence, acts or omissions of the Supplier or any of its employees, agents or sub-contractors.

12.2  The Supplier shall take out and maintain with a reputable insurance company a policy or policies of insurance that are normal for contracts of this nature and covering all the matters which are the subject of indemnities under these Conditions.

12.3  The Supplier shall at the request of NGL produce the relevant policy or policies together with receipts or other evidence of payment of the latest premium.

12.4   The Supplier shall be liable under the provisions of the Contract (including Condition 12.1) whether or not it complies with the insurance provisions in this Condition 12.

12.5   Nothing in these Conditions or the Contract shall exclude or limit the liability of either party for death or personal injury caused by its negligence or for fraudulent misrepresentation.

13. CONFIDENTIALITY

13.1  The Supplier shall and shall procure that its staff shall keep secret and do not disclose any information of a confidential nature obtained by reason of the Contract except information which is in the public domain otherwise than as required to be by reason of a breach of this Condition 13 or disclosed by law.

13.2 The provisions of this Condition 13 shall apply during the continuance of the Contract and after its termination howsoever arising without limitation in time.

13.3  The parties acknowledge that, except for any information which is declared by NGL to fall within one or more of the exceptions in Clause 12.10, the content of this Contract is not Confidential Information. Notwithstanding any other term of this Contract, the Supplier hereby gives his consent for the Client to publish the Contract in its entirety, including from time to time, agreed changes to the Contract, to the general public.

13.4 NGL may, at its sole discretion, redact information from the Contract prior to publishing for one or more of the following reasons:

        (a) national security.

        (b) personal data.

        (c) information protected by intellectual property law.

        (d) information which is not in the public interest to disclose

        (e) third party confidential information.

        (f) IT security; or

       (g) prevention of fraud.

13.5 NGL may consult with the Supplier to inform its decision regarding any redactions, but NGL shall have the final decision in its absolute discretion.

14. TERMINATION

14.1 In the event of a material breach of the Contract by either party, the non-breaching party may terminate the Contract with immediate effect by notice in writing.

14.2 NGL may terminate the Contract with immediate effect by notice in writing to the Supplier if at any time:

           14.2.1    the Supplier passes a resolution that it be wound-up or that an application be made for an administration order, or the Supplier applies to enter into a voluntary arrangement with its creditors.

           14.2.2    a receiver, liquidator, administrator, supervisor, or administrative receiver be appointed in respect of the Supplier's property, assets or any part thereof.

           14.2.3    the court orders that the Supplier be wound-up or a receiver of all or any part of the Supplier's assets be appointed.

           14.2.4    the Supplier is unable to pay its debts in accordance with Section 123 of the Insolvency Act 1986.

           14.2.5    the Supplier (being an individual or partnership) is declared or adjudicated bankrupt or enters into any arrangement or composition with its creditors.

14.4     Nothing in this Condition 14 shall affect the coming into, or continuance in force of any provision of the Contract which is expressly or by implication intended to come into force or continue in force upon termination of the Contract.

15. ASSIGNMENT AND SUB-CONTRACTING

15.1 The Supplier shall not without the prior written consent of NGL assign or transfer the benefit or burden of the Contract.

15.2 No sub-contracting by the Supplier shall in any way relieve the Supplier of any of its responsibilities under the Contract.

15.3  Where NGL enters a sub-contract with a supplier or contractor for the purpose of performing the Contract, it shall cause a clause to be included in such sub-contract which requires payment to be made to the supplier or contractor within a specified period not exceeding thirty (30) days from receipt of a valid invoice as defined by the sub-contract requirement.

16. NOTICES

Any notices to be given under the Contract shall be delivered personally or sent by post or by facsimile transmission to the company contact (in the case of NGL) or to the address set out in the Purchase Order (in the case of the Supplier).  Any such notice shall be deemed to be served, if delivered personally, at the time of delivery, if sent by post, 48 hours after posting or, if sent by facsimile transmission, 12 hours after proper transmission.

17. THIRD PARTY RIGHTS

The Contract is not intended to create any rights of any kind whatsoever enforceable by any person who is not

a party to the Contract, including any rights enforceable under the Contracts (Rights of Third Parties) Act 1999.

18. SEVERABILITY

If any provision under this Contract is or becomes unenforceable, such provision shall not take effect and shall be deemed to be severed from the remainder of the Contract to the extent that the remainder of the Contract and the unaffected part of the provision shall continue to be fully enforceable.

19. WAIVER

No delay or omission by NGL in exercising any of its rights under the Contract shall constitute a waiver of that right and any partial exercise of any such right shall not prevent any future exercise of the right.

20. LAW AND JURISDICTION

The Contract and any dispute arising under or in any way connected with the subject matter of the Contract (whether of a contractual or tortious nature or otherwise) shall be governed by and interpreted in accordance with English Law and the parties submit to the jurisdiction of the English courts only except that NGL may seek injunctive relief outside such jurisdiction.

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