TERMS AND CONDITIONS OF PURCHASE
1.1 The definitions and rules of interpretation in this condition apply in these
Company: WLS Limited;
Company Materials: any and all materials, documents, data and equipment provided by the
Company to the Supplier in order to enable the Supplier to fulfil its obligations under
Conditions: these Terms and Conditions of Purchase;
Confidential Information : information (in any form whatsoever) that is disclosed to the Supplier
and is confidential to the Company or to any third party to whom the Company owes
a duty of confidentiality, (or should reasonably be supposed to be so confidential),
including the provisions of the Contract, the Company Materials and any and all
information relating to the Goods, but excluding confidential information which, at the
time of its disclosure to the Supplier, is in the public domain otherwise than by
breach of the provisions of the Contract, any third-party agreement or law (other than
by virtue of any confidentiality undertaking signed by or on or behalf of the Supplier
before the date of the Contract);
Contract: the Order and the Supplier's acceptance of the Order;
Goods: any goods and/or services agreed in the Contract to be purchased by the Company
from the Supplier (including any part or parts of them);
Intellectual Property Rights: any design rights, utility models, patents, inventions,
logos, business names, trademarks, domain names, copyright, moral rights, rights in
databases, source codes, reports, drawings, specifications, know how, trade secrets,
rights in software, rights in the nature of unfair competition and the right to sue for
passing off and any other equivalent or similar rights to any of the foregoing in any
jurisdiction, whether registered or unregistered;
Order: the Company's written instructions to supply the Goods, incorporating these Conditions.
For the avoidance of doubt, an Order for goods shall include an Order for services
and these Conditions shall apply, without limitation, to services as well as to goods;
Supplier: the person, firm or company who accepts the Order;
1.2 A reference to a particular law 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 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 A reference to ‘parties’ is a reference to the Company and the Supplier and
‘party’ shall be construed accordingly.
1.6 Condition headings do not affect the interpretation of these Conditions.
2. APPLICATION OF TERMS
2.1 Subject to any variation under Condition 2.4, 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 exclusion of all other terms or conditions.
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 shall not be
deemed to be accepted until the Supplier accepts the offer either expressly by giving
notice of acceptance, or impliedly by fulfilling the Order.
2.3 No terms or conditions endorsed upon, delivered with or contained in the
Supplier's Terms and Conditions of Sale or Supply, quotation, acknowledgement or
acceptance of order, specification or similar document shall form part of the Contract
and the Supplier waives any right which it otherwise might have to rely on such terms
2.4 These Conditions apply to all of the Company's purchases and any variation to
these Conditions shall have no effect unless expressly agreed in writing by the
2.5 The Supplier shall have no power or authority to bind or pledge the Company
and shall not hold itself out, or permit itself to be held out, as having any such power
3. QUALITY AND DEFECTS
3.1 The Goods shall be of the best quality and workmanship, be in accordance with
any design and be in any material specified by the Company, be without fault, be
capable of any and all standards of performance requested by the Company, be fit
for any purpose made known to the Supplier expressly or by implication, comply with
any relevant current legislation and conform to any tolerances specified by the
Company and in all respects with the Order and specification specified, advised by or
provided by the Company to the Supplier.
3.2 The Company's rights under these Conditions are in addition to the statutory
conditions implied in favour of the Company by the Sale of Goods Act 1979 and the
Supply of Goods and Services Act 1982.
3.3 At any time prior to delivery of the Goods to the Company, the Company shall
have the right to inspect and test the Goods.
3.4 If the results of such inspection or testing cause the Company to be of the
opinion that the Goods do not conform or are unlikely to conform with the Order or to
any specifications and/or patterns supplied or advised by the Company to the
Supplier, the Company shall inform the Supplier and the Supplier shall immediately
take such action as is necessary to ensure conformity and in addition the Company
shall have the right to require and witness further testing and inspection.
3.5 Notwithstanding any such inspection or testing, the Supplier shall remain fully
responsible for the Goods and any such inspection or testing shall not diminish or
otherwise affect the Supplier's obligations under the Contract.
4. SERVICE STANDARDS
4.1 If the Contract requires the Supplier to provide services to the Company, then
the Supplier shall, throughout the duration of the Contract and without limitation:
(a) perform the services in a good and workmanlike manner;
(b) employ competent staff, and ensure that such staff are subject to adequate
supervision and that they discharge their duties diligently, and supply to such
staff full and proper instructions regarding anything required to perform the
Supplier’s obligations under the Contract; and
(c) observe any reasonable instructions given to it by the Company in connection
with the performance of its obligations under the Contract.
4.2 The Company shall have the right at any time to inspect any services performed
by the Supplier pursuant to the Contract and the Supplier shall allow all reasonable
access and assistance to the representatives of the Company to enable such
representatives to carry out the inspection promptly, including providing the
Company with any information that may be reasonably required.
4.3 The Supplier may not subcontract anything required to fulfill the Supplier’s
obligations under the Contract (which, for the avoidance of doubt, includes any such
obligation with respect to any goods, as well as services), without the prior written
consent of the Company.
5.1 The Supplier shall keep the Company indemnified in full against all direct,
indirect or consequential liabilities (all three of which terms include, without limitation,
loss of profit, loss of business, depletion of goodwill and like loss), loss, damages,
injury, costs and expenses (including legal and other professional fees and
expenses) awarded against or incurred or paid by the Company as a result of or in
(a) any failure of the Goods to comply with any of the requirements of Condition
3.1 (including any engineering costs incurred by the Company as a direct or
indirect result of any such failure, in which event the Company may charge
those costs to the Supplier and may, upon written notice to the Supplier,
deduct those costs from any future payments due to the Supplier);
(b) any failure to fulfil any obligation set out in Condition 4.1;
(c) any infringement or alleged infringement of any Intellectual Property Rights
caused by the use, production or supply of the Goods; and
(d) any claim made by or against the Company in respect of any liability, loss,
damage, injury, cost or expense sustained by the Company or its employees
or agents or by any customer or third party to the extent that such liability,
loss, damage, injury, cost or expense was caused by, relates to or arises as a
direct or indirect consequence of a breach of, or negligent performance of, or
failure or delay in the performance of any of the Supplier’s obligations under
5.2 The Supplier shall, throughout the Contract, maintain a policy of insurance
which shall contain terms appropriate to provide adequate coverage for any and all
risks contemplated in Condition 5.1 above and which shall also be of an amount
sufficient to provide adequate coverage for any and all such risks. The Supplier shall,
upon request by the Company, produce such policy of insurance to the Company for
6.1 The Goods shall be delivered, carriage paid, to the Company's place of
business or to such other place of delivery as is agreed by the Company in writing
prior to delivery of the Goods. The Supplier shall off-load the Goods at its own risk as
directed by the Company.
6.2 The date for delivery shall be specified in the Order, or if no such date is
specified then delivery shall take place within 14 days of the date of the Order.
6.3 The Supplier shall invoice the Company upon, but separately from, despatch of
the Goods to the Company.
6.4 The Supplier shall ensure that each delivery is accompanied by a delivery note
which shows, among other things, the Order number, date of Order, number of
packages and contents and, in the case of part delivery, the outstanding balance
remaining to be delivered.
6.5 Time for delivery shall be of the essence.
6.6 Unless otherwise stipulated by the Company in the Order, deliveries shall only
be accepted by the Company within normal business hours.
6.7 If the Goods are not delivered on the date for delivery 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;
(c) recover from the Supplier any expenditure reasonably incurred by the
Company in obtaining the Goods in substitution from another supplier; and
(d) claim damages for any additional costs, loss or expenses incurred by the
Company which are in any way attributable to the Supplier's failure to deliver
the Goods on the due date.
6.8 If the Supplier requires the Company to return any packaging material to the
Supplier that fact must be clearly stated on any delivery note delivered to the
Company and any such packaging material shall only be returned to the Supplier at
the cost of the Supplier.
6.9 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 treat the whole Contract as repudiated.
6.10 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.
6.11 The Company shall not be deemed to have accepted the Goods until it has had 30
days to inspect them following delivery. The Company 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. Any Goods rejected by the Company
shall remain at the Supplier's risk and shall be returnable at the Supplier's expense.
7. RISK AND PROPERTY
7.1 The Goods shall remain at the risk of the Supplier until delivery to the Company
is complete (including off-loading and stacking) when ownership of the Goods shall
pass to the Company.
7.2 The Supplier shall, throughout the Contract, maintain a policy of insurance
which shall contain terms appropriate to provide adequate coverage for any and all
risks, damage and loss contemplated in Condition 7.1 above and which shall also be
of an amount sufficient to provide adequate coverage for any and all such risks
damage and/or loss. The Supplier shall, upon request by the Company, produce
such policy of insurance to the Company for inspection.
8.1 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
8.2 No variation of the price nor any extra charges shall be accepted by the
9.1 Payment of the price of the Goods will be made 30 days from the end of the
month of receipt by the Company of the Supplier's invoice, but time for payment shall
not be of the essence of the Contract.
9.2 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.
10.1 Without prejudice to any confidentiality undertaking signed by or on or behalf of the
Supplier before the date of the Contract, the Supplier undertakes, in favour of the
Company that the Supplier shall:
(a) treat Confidential Information as strictly confidential;
(b) not disclose, communicate, disseminate, distribute or otherwise make available
Confidential Information to any third party except:
(i) to such of the Supplier’s employees, agents or sub-contractors (if
bound by equivalent obligations of confidentiality) as reasonably need
to know the same in connection with the obligations under the
(ii) if required to be disclosed by applicable law or order of a court of
competent jurisdiction or other competent authority; and
(c) not use Confidential Information for any purpose whatsoever other than to fulfil
the Supplier’s obligations under the Contract.
10.2 Without limiting the generality of Condition 10.1, the Supplier shall not without the
prior consent of the Company in writing mention the Company’s name in connection
with the Contract in any publicity material or other similar communications to third
10.3 Without limiting the generality of Condition 5.1, the Supplier furthermore agrees to
promptly and fully indemnify and hold the Company harmless against any liability,
loss, damage, cost, charge or expense arising directly or indirectly from any breach
of Conditions 10.1 or 10.2.
10.4 The Supplier's obligations with respect to possession of any materials embodying
Confidential Information upon termination of the Contract are set out in Condition
11.1 The Supplier covenants with the Company that it shall not, in competition with the
Company, on its own account, or as a director, employee, employer or agent of any
other party, directly or indirectly throughout the duration of the Contract and for a
period of 12 months from the date of termination or expiration of the Contract,
transact business with or solicit for business any customers of the Company who are
customers at the date of termination or expiration of the Contract or within 12 months
immediately preceding that date, or solicit or entice or endeavour to entice away from
the Company throughout the duration of the Contract or for a period of 12 months
from the date of termination or expiration of the Contract, any employees or suppliers
of the Company.
11.2 Without limiting the generality of Condition 5.1, the Supplier furthermore agrees to
promptly and fully indemnify and hold the Company harmless against any liability,
loss, damage, cost, charge or expense arising directly or indirectly from any breach
of Condition 11.1.
12. USE OF COMPANY MATERIALS AND INTELLECTUAL PROPERTY RIGHTS
12.1 As and between the Company and the Supplier, all Company Materials shall at all
times be and shall remain the exclusive property of the Company and shall be
surrendered to the Company upon demand and in the condition in which they were
originally provided to the Supplier and are to be used by the Supplier solely in order
to fulfill the Supplier’s obligations under the Contract. The Supplier agrees that no
copy of any Company Materials shall be made without the consent in writing of the
Company and that no Company Materials may be disclosed, communicated,
disseminated, distributed or otherwise made available to any third party. Until the
Supplier returns the Company Materials to the Company, they shall be held by the
Supplier at the Supplier's risk and shall be insured by the Supplier at the Supplier's
own expense against any risk of loss, theft or damage. Any loss of, or damage to,
any Company Materials shall be made promptly and fully good by the Supplier, at the
Supplier's expense and the Supplier furthermore agrees to promptly and fully
indemnify and hold the Company harmless against any liability, loss, damage, cost,
charge or expense arising directly or indirectly from any other breach of this
Condition 12.1, in either case without limiting the generality of Condition 5.1.
12.2 To the extent that any Intellectual Property Rights are owned by the Supplier or
licensed to the Supplier by any third party and any such Intellectual Property Rights
are to be utilised by the Company, the Supplier grants a perpetual, royalty-free
licence or sub-licence in any such Intellectual Property Rights to the Company and
warrants that the use of any such Intellectual Property Rights by the Company will
not infringe the rights of any third party. The Supplier's obligations with respect to
possession of Company Materials upon termination of the Contract are set out in
13.1 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
13.2 The Company shall have the right at any time by giving notice in writing to the
Supplier to terminate the Contract forthwith without liability to the Supplier if:
(a) the Supplier commits a material breach of any of the terms and conditions
of the Contract and (if such a breach is remediable) fails to remedy that
breach within 14 days of being notified in writing of the breach; or
(b) the Supplier repeatedly breaches any of the terms 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
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 it or makes an
arrangement or composition with its 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
(e) the Supplier ceases or threatens to cease to carry on its business; or
(f) 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.
13.3 Upon termination of the Contract, however arising, the Supplier shall promptly deliver
up to the Company, or otherwise permanently delete or dispose of at the Company’s
direction, all Company Materials and any other materials embodying Confidential
Information that may be in the Supplier’s possession or control.
13.4 The termination of the Contract, however arising, shall be without prejudice to the
rights of the Company accrued prior to termination. Any Conditions which expressly
or impliedly have effect after termination shall continue to be enforceable
14.1 Without prejudice to any other right or remedy which the Company may have, the
Company shall be entitled to avail itself of any one or more of the following remedies
at its discretion:
(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) to refuse to accept any further deliveries of the Goods but without any liability
to the Supplier;
(e) to carry out at the Supplier's expense any work necessary to make the Goods
comply with the Contract; and
(f) to claim such damages as may have been sustained in consequence of the
Supplier's breach or breaches of the Contract.
15.1 The Supplier shall not be entitled to assign the Contract or any part of it without the
prior written consent of the Company.
15.2 The Company may assign the Contract or any part of it to any person, firm or
16. FORCE MAJEURE
The Company reserves the right to defer the date of delivery or payment or to cancel the
Contract or reduce the volume of the Goods ordered if it is prevented from or
delayed in the carrying on of its business due to circumstances beyond the
reasonable control of the Company including, without limitation, acts of God,
governmental actions, war or national emergency, acts of terrorism, protests, riot,
civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour
disputes (whether or not relating to either party's workforce), or restraints or delays
affecting carriers or inability or delay in obtaining supplies of adequate or suitable
17.1 Each right or remedy of the Company under the Contract is without prejudice to any
other right or remedy of the Company whether under the Contract or not.
17.2 The Contract constitutes the entire agreement between the parties with respect to its
subject matter and supersedes all prior and contemporaneous agreements and
understandings between the parties.
17.3 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.
17.4 Failure or delay by the Company in enforcing or partially enforcing any provision of
the Contract shall not be construed as a waiver of any of its rights under the
17.5 Any waiver by the Company of any breach of, or any default under, any provision of
the Contract by the Supplier shall not be deemed a waiver of any subsequent breach
or default and shall in no way affect the other terms of the Contract.
17.6 The parties to the Contract do not intend that any term of the Contract shall be
enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any
person that is not a party to it.
17.7 The formation, existence, construction, performance, validity and all aspects of the
Contract shall be governed by English law and the parties submit to the exclusive
jurisdiction of the English courts.
18.1 All communications between the parties about the Contract shall be in writing and
delivered by hand or sent by pre-paid first class post or sent by fax or email:
(a) (in case of communications to the Company) to its registered office or such
changed address as shall be notified to the Supplier by the Company; or
(b) (in the case of the communications to the Supplier) to the registered office
of the addressee (if it is a company) or (in any other case) to any address
of the Supplier set out in any document which forms part of the Contract or
such other address as shall be notified to the Company by the Supplier.
18.2 Communications shall be deemed to have been received:
(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays
and bank and public holidays) after posting (exclusive of the day of
(b) if delivered by hand, on the day of delivery; or
(c) if sent by fax or email, on a working day prior to 4.00 pm, at the time of
transmission and otherwise on the next working day.