Terms and Conditions Purchase

Standard Terms and Conditions of Purchase

1. Definitions
The “Company” means Peerless-AV Ltd whose registered and business addresses are specified on the face of the Order.
The “Supplier” means the other contracting party named on the face of the Order and shall be deemed to include any director, officer, employee and agents thereof.
The “Goods” means all articles, material, work or services which are the subject of the Order.
The “Order” means this contract between the parties defined by the purchase order and any amendment thereto by the Company accepted by Supplier for the supply of the Goods in accordance with these conditions and any conditions detailed within the Purchase Order.
“Supplier Contract” shall mean any contract entered into between the Company and the Supplier for the supply of Goods.
“Goods placed into use” shall mean the date on which the final user of the Goods purchases the Goods.

2. Formation of contract
a) The Company shall only be bound by Orders and amendments thereto which are placed on its Purchase Order forms and approved on its behalf by a duly authorised director, officer or employee and acknowledged by the Supplier in accordance with (b) below.
b) Acknowledgement of the Order must be made to the Company within seven (7) days of the date of the Order. Should the Supplier despatch Goods, perform work or services in accordance with the Order without such an acknowledgement the Supplier will be deemed to have accepted the Purchase Order and these terms and conditions.
c) If the Goods subject of the Order are to be purchased in connection with a Supplier Contract (specified on the Order) then the Order shall be subject to the conditions of the Supplier Contract. The supplier Contract shall take precedence over these conditions where such terms are in conflict. Details of any such conditions will be supplied by the Company on request but the Supplier will be deemed to have accepted the same as part of the Order whether such request has been made by the Supplier or not.
d) Nothing in these conditions shall prejudice any condition or warranty expressed or implied or any legal right or remedy to which the Company may be entitled in relation to the Goods the subject of the Order by virtue of any statute or custom or any general law or local law or regulation.

3. Delivery
a) The Supplier shall on or up to a maximum of five working days before the delivery date stated in the Order and at its own expense and risk deliver the Goods properly packed and sealed to the Company at the address specified in the Order or as subsequently agreed in writing. The Company may, at its discretion, require the Supplier to make good all losses suffered by the Company as a consequence of such late delivery. Unless otherwise stated in the Order or otherwise previously agreed delivery shall take place during normal working hours (at the Company’s specified address for delivery).
b) Without prejudice to any of the Company’s other rights, failure to deliver the Goods or any part thereof by the due date shall entitle the Company to terminate the contract in respect of the undelivered Goods and return at the Supplier’s cost for full refund any other Goods already delivered but which cannot effectively or commercially be used by reason of the said non-delivery.
c) All despatches must be plainly marked with the Company name, Order number and contain a packing note which is uniquely numbered and sent at the same time as the Goods are despatched.
d) On delivery of each consignment of the Goods the Supplier shall deliver to the Company such documents (which shall include without limitation advice notes and certificates of conformity) as required by the Order.
e) If the Supplier fails to comply with this condition the Company shall be under no obligation to accept delivery of the relevant consignment.

4. Specifications, Quality Tests, Rejection
a) The Goods must conform in all respects with the drawings specifications and other requirements or descriptions stated in the Order or in any Supplier Contract”. All Goods must be fit for purpose, new unless specifically agreed by the Company in writing, of sound materials, workmanship and (where the Supplier is responsible) design and shall be equal in all respects to relevant samples or patterns provided by the Supplier.
b) The Company shall be entitled to inspect and test both the Goods during their manufacture processing or storage and the Supplier’s quality control procedures at any reasonable time at the Supplier’s works or at the premises of its subcontractors. Such inspection or failure to inspect shall not constitute acceptance by the Company and does not relieve the Supplier or any subcontractor of any responsibility under the Order whether implied or expressed.
c) All of the Goods must pass the Company’s acceptance tests. Without prejudice to the Company’s other rights it shall be entitled to reject all Goods which do not conform completely in every respect with the terms of the Order and in particular parts a) and f) hereof. Furthermore if by the nature of the Goods any defects therein or any failure to conform as aforesaid does not or would not become apparent until after use the Company may reject the same within a reasonable period of time (being in any case not less than 24 months) after the Goods are placed into use.
d) In the event that Goods are rejected under c) above the Company shall have the option to:
i) require the Supplier at its risk and expense to replace the rejected Goods and deliver additional Goods in compliance with the Order; and/or
ii) cancel the Order as provided by condition 15 both in respect of the Goods in question and/or the whole of the undelivered balance of the Order; and/or
iii) recover from the Supplier any monies paid by the Company in respect of such rejected Goods and if the Company so requires any other Goods comprised in the Order together with any additional expense reasonably incurred by the Company in obtaining replacement Goods from an alternative source; and/or
iv) Return all rejected Goods to the Supplier at the Supplier’s expense.
e) The Company’s signature given in respect of receipt of the Goods is evidence only of the number of packages received. In particular it is not evidence that the correct quantity or number of the Goods has been delivered or that the Goods delivered are in good condition or of the correct quality.
f) The Supplier will ensure that in all respects except where the Company is responsible for the design or specification of the Goods that the Goods comply with good industry standards and practice and all relevant requirements of any statute, statutory instrument, order, or other regulations having the force of law which may be in force when the Goods are delivered and/or the work performed as the case may be. In particular without prejudice to the generality of the foregoing all Goods shall comply with all applicable EU and other territories’ regulations including CE marking and other labelling, environmental and safety requirements and the Supplier shall retain and provide copies of relevant test certificates conformity assessments and test construction files and ensure that these are available for inspection by the Company or regulatory authorities when required.
g) The Supplier shall bear the cost of any general recall of the Goods for a period of 5 (five) years after delivery.
h) The Supplier shall maintain an adequate quality management system, ideally accredited under ISO9001 or similar, and shall inform Peerless of any major failings or non-compliances or deregistration.
i) The Supplier is required to maintain product liability insurance of at least £1,000,000 (Pounds Sterling one million) (or equivalent) at the time of each and every delivery or duration of the Supplier Contract whichever is the longer.

5. Price and Payments
a) Prices and currency shall be those specified within the Order and shall be fixed and firm exclusive of Value Added Tax but inclusive of all other taxes imposts fees and duties.
b) No charges shall be made for packing, insurance or delivery unless otherwise agreed and any such charge shall be separately detailed in the Supplier’s invoice.
c) Unless otherwise agreed in writing the Supplier shall submit its invoice in respect of the Goods which, subject to condition 4, will become due for payment by the Company 90 (ninety) days from the date of invoice. Invoices shall accurately replicate the Order line items and shall state the price exclusive of Value Added Tax. Invoices shall not be sent to the Company prior to the date of delivery of the Goods and must be sent to the Company address designated on the Order quoting the relevant Order number.
d) Late payment of undisputed invoices shall carry interest at a rate of 1/2% above the Bank of England base rate commencing 30 days after payment first becomes due. The Parties agree that this represents a substantial contractual remedy for late payments and no additional statutory interest shall be payable.

6. Property and Risk
a) Subject to b) below property and risk in the Goods shall pass to the Company on delivery in accordance with condition 3 above. Such passing of property and risk shall be without prejudice to any right of rejection or cancellation arising under these conditions in particular (but without prejudice to the generality of the foregoing) under conditions 4 & 5.
b) Any Goods or materials purchased or allocated by the Supplier for the purpose of the Order or any work done thereon shall immediately vest in the Company where advance payment or progress payments have been made quoting the Order number.

7. Warranty
a) Without prejudice to any other rights whether express or implied by statute or otherwise which the Company may have the Supplier undertake at the Company’s option forthwith either to repair to replace or refund the cost of the Goods which are or become defective within 24 (twenty-four) months from the date the Goods are placed into use or within such longer period as may be specified in the Order.
b) If a substantial proportion of the Goods is defective or does not conform as aforesaid the Company may without prejudice to its other rights cancel the Order and reject any or all of the Goods already delivered and the Supplier shall thereupon repay any sums already paid by the Company in respect of the Goods so rejected whether or not delivered.
c) The Supplier shall with all possible speed repair or replace free of charge Goods damaged or lost in transit provided the Company shall give written notice of such damage or loss within a reasonable period of time.
d) Any Goods repaired or replaced pursuant to a) or c) above shall be supplied to the Company with a 24 (twenty-four) month warranty in accordance with a) above.
e) The Company’s rights under this condition 7 are in addition to and not in substitution of the Company’s common law and statutory rights and remedies.

8. Intellectual Property Rights
a) Any and all patents designs (whether registered or not) copyright or other industrial or intellectual property rights throughout the world whether or not similar to any of the foregoing resulting from any work carried out by the Supplier in the execution of the Order shall vest exclusively in the Company.
b) The Supplier warrants that neither the sale nor the use of the Goods nor the performance of the Order will infringe any British or foreign patent copyright trade mark or name design (whether registered or not) or other industrial or intellectual property rights whether or not similar to any of the foregoing and will indemnify and hold the Company harmless from all actions claims demands costs expenses and liabilities whatsoever resulting whether directly or indirectly from any actual or alleged infringement as aforesaid. The Supplier at its own expense will defend or (at the Company’s option) assist in the defence or settlement of any such infringement or proceedings which may be brought in that connection provided that the Supplier will be under no liability under this condition in respect of any infringement as aforesaid caused directly by use of a design or specification supplied by the Company.
c) No Goods covered by the Order shall be manufactured sold or disposed of by the Supplier in violation of any right whatsoever of third parties and in particular but without prejudice to the generality of the foregoing of any patent right trade mark or similar right or any charge mortgage of lien provided that the Supplier shall be under no liability under this condition in respect of a violation as aforesaid directly occasioned by use of a design or specification supplied to the Supplier by the Company.
d) The Supplier shall ensure that the Company is covered by a licence agreement required to enable the legal use of Goods supplied under the Order. Should the Company be exposed in any manner (legal or otherwise) as a result of the Supplier’s failure so the Supplier warrants to indemnify the Company against all related liabilities.
e) The Supplier shall maintain IPR infringement liability insurance of at least £1,000,000 (Pounds Sterling one million) (or equivalent) at the time of each and every delivery or duration of the Supplier Contract whichever is the longer.

9. Confidentiality and Non-Disclosure
a) The Supplier agrees to treat and keep confidential and will not disclose to any third party (except sub-contractors authorised by the Company in writing to accept a like obligation of confidentiality and then only to the extent necessary to the performance of the sub-contract) all information including without limitation technical and commercial information, advice, know-how, drawings, designs, and specifications supplied by the Company in connection with the Order or which becomes known to the Supplier through performance of the Order.
b) The Supplier shall not use any of the foregoing information except in connection with the execution of the Order and shall on completion of the Order or earlier termination in accordance with these conditions destroy or return all such information to the Company.
c) All such information as described in a) above shall remain the exclusive property of the Company and save as stated in the Order no licence or rights are granted by the Company to the Supplier.
d) The Order shall be treated as confidential and no reference to the existence of the Order or the Company’s name shall be made or disclosed in any publicity material or other similar communications to third parties without the Company’s prior consent in writing.
e) Any separate non-disclosure agreement between the Company and the Supplier shall be treated the same as a Supplier Contract.

10. Company’s Property
a) If the Company supplies any jigs, tools, dies, patterns, moulds, gauges, components, materials or any other items of whatsoever nature for use in connection with the Order the same shall be at the Supplier’s risk from the time they are delivered to the supplier or the Supplier’s representative until they are returned thereto but shall remain the property of the Company. The Company shall have the right of reasonable access to the Supplier’s properties to inspect such items while they are there. The Supplier shall not use any of the foregoing except in connection with the Order and shall maintain the same in good condition and return them to the Company at any time on demand or otherwise automatically on completion of the Order. Gauges are issued as reference standards only. All jigs, tools, dies, pattern, moulds, and gauges manufactured or provided by the Supplier for the Company in connection with the Order shall become the Company’s property and shall be retained by the Supplier until disposal instructions are given by the Company to the Supplier in writing which instructions shall be complied with forthwith.
b) The Supplier shall indemnify the Company against any loss or damage to the items mentioned in condition 10 a) above arising while such items are in the Supplier’s possession or before re-delivery to the Company. The Supplier will insure the aforesaid items against fire and explosion and (if necessary) note the Company’s interests on its policy.
c) The Company and/or its licensors shall retain all industrial or intellectual property rights in any specifications drawings designs and descriptions provided to the Supplier and no licence of the same is granted or to be implied save for a non-transferable licence for the Supplier to use the same for the sole purpose of fulfilling the Order.

11. Extent of Liability
a) The Supplier shall indemnify and hold the Company harmless from all actions, claims, demands, costs, expenses and liabilities whatsoever in respect of personal injury to or death of any person or in respect of personal injury to or death of any person or in respect of any loss damage or destruction to property (not attributable to any default or neglect of the Company) which shall have occurred in connection with any work executed by the Supplier pursuant to the Order or shall be alleged to be attributable of defects in the Goods.
b) The Supplier will indemnify and hold the Company harmless against all actions claims demands costs expenses and liabilities incurred by the Company whether directly or as a result of the claim of any third party by reason of any breach by the Supplier or these conditions or of any terms or obligations on the Supplier’s part implied by the Consumer Rights Act 2015, the Sale of Goods Act 1979 or the Sale and Supply of Goods Act 1994 or the Supply of Goods and Services Act 1982 (or any statutory re-enactment thereof) or by any other statute or statutory provision relevant to the Order or to Goods or work converted thereby. This indemnity shall not be prejudiced or waived by any exercise of the Company’s rights under condition 4.

12. Hazardous Goods
a) The Supplier will mark all hazardous goods with international danger symbols where they exist and display the name of the material in English. Transport and other documents must include a declaration of the hazard and name of the material in English.
b) Goods must be accompanied by emergency information in English in the form of written instructions labels or markings. The Supplier shall observe the requirements of the UK and EU legislation including without limitation the Control of Substances Hazardous to Health Regulations 1998, WEEE, RoHS, REACH and any relevant international agreements relating to the identification, packing labelling and carriage of goods. All information held by or reasonably available to the Supplier regarding any potential hazards known or believed to exist in the transport handling or use of the Goods supplied shall be promptly communicated to the Company prior to delivery.
c) The Supplier shall comply with the Montreal Protocol. Should the requirements of the Order not be possible without contravening the covenant of the said Protocol the Supplier shall notify the Company in writing within four working days of the receipt of the Order. Failure so to do shall be taken to indicate compliance and any liabilities (financial or otherwise) incurred as a result shall be the responsibility of the Supplier.
d) Where the Goods are subject to WEEE regulations and the Supplier is trading in the UK the Supplier shall be responsible compliance to such regulations for its Goods.

13. Services
a) If the performance of the Order requires the Supplier to send employees to the Company’s premises then notwithstanding any degree of supervision or instruction by the Company such employees will remain employees of the Supplier and under the Supplier’s control. Without prejudice to condition 11 the Supplier shall effect and maintain in force comprehensive employer’s liability insurance in respect of such employees.
b) Should the Supplier use any personnel to execute work on the Company’s premises in performance of the Order it shall be required to abide by the safety rules and other relevant regulations laid down by the Company from time to time together with any other existing related legislation. Without limiting the generality of this condition 13 the Supplier shall execute such work in accordance with any Special Conditions attached to the Order provided that these Special Conditions will always prevail.
c) The Supplier will indemnify and hold the Company harmless against all such actions claims demands costs expenses and other liabilities whatsoever which the Company may incur either at common law or by statute (other than as a result of any default or neglect of the Company) arising from personal injury to or death of any such employees agents sub-contractors or other representatives while on the Company’s premises whether or not such persons are at the time when the personal injury or death are caused acting in the course of their employment.

14. Manufacturing Changes
The Company must be advised in writing of any and all proposed changes in the specification of the Order or method of construction of the Goods to be supplied. In the event of such notice the Company reserves the right to cancel the Order in accordance with condition 15 hereof or at its option to confirm the Order whereupon the Company’s written approval will be sent to the Supplier.

15. Cancellation
a) Save as provided in this condition 15.a) neither the Supplier nor the Company shall be liable for any failure to complete or otherwise perform its obligations under the Order if such failure is caused by any circumstances whatsoever beyond its reasonable control. In the event of any failure for the aforementioned purposes such performance shall be suspended and if it cannot be completed within a reasonable time after the due date as specified in the Order the Order may be cancelled by the Company. At its discretion the Company will pay to the Supplier such sum as the Company may consider to be fair and reasonable in all the circumstances of the case in respect of work performed by the Supplier under the Order prior to cancellation and in respect of which the Company has received the benefit. This condition can only have effect if it is called into operation by the party wishing to rely on it giving written notice to the other to that effect.
b) Subject to condition 15.a) above the Company reserves the right to cancel the whole or any part of the Order or any consignment on account thereof if the same is not completed in all respects in accordance with the instructions and specifications stated and with the foregoing conditions. In the event the Company cancels the Order as to all or any of the Goods covered thereby the Company shall be entitled to purchase from a third party a like quantity of Goods of a similar description and quality or a reasonable alternative thereto bearing in mind the Company’s need to take delivery of the Goods by the delivery date specified on the Order or to contract with a third party to perform work of a similar description and quality and in that event the Supplier shall be liable to reimburse to the Company on demand all expenditure incurred by the Company in connection with the said cancellation including any increase in the price over that stated on the Order.
c) The Company reserves the right to cancel the whole or any part of the Order at any time without cause and require the Supplier to cease work or part thereof in respect of the Goods. In full settlement the Company shall pay to the Supplier a fair and reasonable price for all Goods delivered or in a deliverable state or for which the Supplier has made, partly made, purchased or committed to purchase at the date of notice of cancellation but in no event shall the amount so payable exceed the total Order price stated overleaf.

16. Continuity of Supply
The Supplier undertakes to use all reasonable endeavours to accept future orders in respect of the Company’s future requirements for similar Goods at prices and delivery lead-times no less favourable to the Company than those agreed for the Order having regards to the economic circumstances at the time. In the event that the Supplier is reasonably unable to accept such orders it shall at the Company’s request enter into negotiations with the Company to agree on reasonable terms the conditions and licences necessary to enable the Company to receive and use all necessary drawings manufacturing information and tooling to enable the Company to make the Goods or have them made elsewhere.

17. Bankruptcy or Liquidation
If a voluntary arrangement is proposed or approved or an administration order is made or receivership or administrative receiver is appointed over any of the Supplier’s assets or undertaking or a winding-up resolution or petition is passed or presented (otherwise than for the purposes of a solvent reconstruction or amalgamation) or if any circumstances arise which entitle the Court or a creditor to appoint a receiver administrative receiver or administrator or to present a winding up petition or to make a winding-up order or if the Supplier is an individual firm partnership or other unincorporated body an interim order is applied for or made or a voluntary arrangement approved or if a petition for bankruptcy order is presented or a bankruptcy order is made against the Supplier or if a receiver or trustee in bankruptcy is appointed of the Supplier’s estate or other similar equivalent action is taken against or by the Supplier by reason of its insolvency or in consequence of debt the Company shall without prejudice to any claim or right the Company may otherwise have the right to:
i. cancel the Order summarily by notice in writing without compensation to the Supplier and receive compensation in accordance to condition 15 or
ii. give notice to any receiver, administrative receiver, administrator or liquidator or other person of the option of carrying out the Order or
iii. require Goods at the Supplier’s premises which are owned by the Company or Goods which have been paid for by the Company or otherwise allowed to the Company under condition 6 hereof to be returned or delivered as appropriate to the Company’s premises. or
iv. Require any receiver, administrative receiver, administrator or liquidator or other person to comply with condition 16.

18. Set Off
If at any time any sum of money becomes recoverable by or due to the Company (such term including any other company in the Peerless group of companies) from the Supplier under or in connection with the Order or these conditions or any breach thereof by the Supplier or under or in connection with any other contract (whether of sale or purchase or on any other account) between the Company and the Supplier the Company shall be entitled without prejudice to any other rights or remedies of the Company and in addition to any other rights of set-off conferred on the Company by law to deduct such sum from any amount then due or which may at any time thereafter become due to the Supplier under the Order or under any other order or transaction placed on or entered into with the Supplier by the Company.

19. Ethical Sourcing
The Supplier will act in accordance with the guidelines for ethical sourcing in accordance with SEDEX and these include:-
a) There shall be compliance with all applicable laws and regulations of the country where operations are undertaken.
b) There shall be respect for human rights, and no employee shall suffer harassment, physical or mental punishment, or other form of abuse.
c) Wages and working hours will, as a minimum, comply with all applicable wage and hour laws, and rules and regulations, including minimum wage, overtime and maximum hours in the country concerned.
d) There shall be no use of forced or compulsory labour, and employees shall be free to leave employment after reasonable notice. We do not keep employees’ ID cards, passports or other proof of identity documents.
e) There shall be no use of child labour, and specifically there will be compliance with relevant ILO standards.
f) There shall be respect for the right of employees to freedom of association.
g) Safe and healthy working conditions will be provided for all employees. There is a safety management system in place with regular risk assessments and reviews.
h) Operations will be carried out with care for the environment and will include compliance with all relevant legislation in the country concerned.
i) All products and services will be delivered to meet the quality and safety criteria specified in relevant contract elements, and will be safe for their intended use.
j) Products shall not contain any material sourced from conflict areas nor any other area subject to UN, US or European sanctions.
k) There shall be no improper advantage sought, including the payment of bribes, to secure delivery of goods or services to the Company, its employees or agents.
l) The Supplier will ensure its employees, agents and suppliers are made aware of Peerless’ ethical, environmental and quality requirements in respect of components supplied with the products purchased by Peerless.

20. Environmental Impacts
The Company prefers to partner with ISO14000 (or other internationally recognised standard) registered Suppliers. If the Supplier is not so registered it should ensure, so far as is reasonably possible, that its environmental policy is effective in reducing or eliminating the environmental impacts of its products and processes including both downstream and upstream.

21. Assignment and Sub-Contracting
a) The Supplier may not assign or transfer the Order or any part thereof to any other person without the prior written consent of the Company.
b) The Supplier may not without the prior written consent of the Company sub-contract the Order or any part thereof other than for materials or for any part of the Goods of which the makers are specified overleaf to the extent sub-contracting is a trade custom in relation to the subject matter of the Order.

22. Waiver
The failure by the Company or the Supplier to insist in any one or more instances upon the performance of any of the terms and conditions of the Order shall not be construed as a waiver or relinquishment of the Company or the Supplier’s rights under the Order or to future performance of such terms and conditions.

23. Notices
Any notice required to be given in accordance with these terms and conditions shall be deemed served if sent by pre-paid first class registered post, by hand, telex, electronic message or facsimile sent to the Company’s registered office or the Supplier’s address stated on the Order as appropriate and shall be deemed served at the time when in the ordinary course of transmission it would reach its destination.

24. Entire Agreement
The terms and conditions set forth in the Order constitute the entire agreement between the Company and the Supplier in respect of the subject matter of the Order unless a Supplier Contract exists or specifically stated to the contrary.

25. Special Conditions
Where Special Conditions are stated on the Order these conditions shall apply equally with the General Conditions shown above except that where there is any inconsistencies between the General and Special Conditions in which case the Special Conditions shall prevail and take precedence.

26. Further Assurance
The Supplier agrees to do all such additional acts and execute such additional documents which may reasonably be required to realise the purposes of the Order.

27. Interpretation and Severance
a) Condition headings are for convenience only and shall not govern the interpretation of these conditions.
b) In the event that any term condition provision clause or phrase of the Order shall be nullified or made void by any statute regulation or order by the decision or order of any court having jurisdiction the remaining terms conditions and provisions of the Order shall remain in full force and effect.

28. Law
The Order and resulting contract shall be governed and construed in all aspects in accordance with the Laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.