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From the UK'S finest hygienic fit-out & supplies company

Terms & Conditions

HYGIENIC COMMERCIAL INTERIORS LIMITED (HCI)

 

1. DEFINITIONS

1.1 ''IPR'' means any and all patents, trademarks, design right (whether registered or not), copyright, know-how, trade secrets or processes.

1.2 ''Order'' refers to HCI's purchase order and these conditions (''Conditions '').

1.3 ''HCI'' means the HCI Company named in the order and its successors and assigns.

1.4 ''Supplier'' means the person to whom the Order is addressed and any person who accepts or purports to accept the same.

1.5 ''Supplies'' means the goods, service and/or other work or product (complying with any specifications) referred to in the Order.

1.6 ''Schedules'' or other documents referred to in the Order form part of this Order. In the event of a conflict these Conditions shall take precedence, unless any other Agreement specifies otherwise.

1.7 ''SLA'' means a Service Level Agreement, setting out the specifications for the services, time periods and milestones for the fulfilment of the services, as may be varied from time to time by HCI.

2. ACCEPTANCE OF ORDER

2.1 Supplier's commencement of work or shipment of Supplies constitutes acceptance of this Order subject to these conditions, which shall be the complete and exclusive statement of the Order. Any conditions proposed by the Supplier in any other document which conflict with these conditions shall not apply. The Supplier shall not delegate the performance of or assign any part of this Order. No variation or amendment of this Order shall be effective unless in writing signed by the duly authorised representatives of both parties.

3. CHARGES, PRICE & PAYMENT


3.1 The price for the Supplies (including all packing, labelling, commissions, transportation charges, insurance, customs duties, applicable taxes, storage crating or express handling) shall be that shown in the Order or if the price is omitted it shall be the lowest prevailing market price for the Supplies. Payment shall be made within 45 days of the date of receipt of the invoice or as set out or referred to in the Order, subject to performance and delivery of Supplies. The currency for payment shall be as specified in the Order.

3.2 Payment is made without prejudice to any claim of HCI under contract and does not constitute acceptance that the Supplier has fulfilled its obligations.

4. CONFIDENTIAL PROPIETARY INFORMATION

4.1 Any information or data furnished by HCI to the Supplier with the Order in whatever form shall be deemed HCI Confidential Proprietary Information, shall remain HCI's property and shall be kept confidential by the Supplier, and shall be promptly returned to HCI at HCI's request and the Supplier shall do whatever is necessary to vest the same in HCI absolutely. Supplier shall not use such information or data for any purpose other than performance of its obligations in accordance with this Order. The obligations under this paragraph shall survive any cancellation, termination, or completion of this Order. This clause shall not effect any separate non-disclosure agreement between the parties relating to the subject matter of this Order.

5 WARRANTIES & LIABILITY


5.1 In addition to any warranties and conditions implied by law the Supplier warrants and represents to HCI that: -

(a) All Supplies provided under this Order shall be merchantable, free from defect in material and workmanship, of the highest quality & wholly new, and shall conform to HCI's specifications referred to in the Order and all other applicable specifications and appropriate standards.
(b) The Supplier shall use reasonable care and diligence in the supply of the Supplies and performing its obligations under this order.
(c) The sale or the use of any Supplies by HCI will not infringe any patent, design right, trademark or other intellectual or industrial property right of any third party and the Supplier shall indemnify HCI against and third party claims and (without prejudice to the generality of the forgoing) in connection with the performance, processing, handling, testing and quality control monitoring of any supplies.
(d) The Supplier operates methods systems and procedures of a kind and to a standard that a responsible provider of such supplies ought to employ having regard to the requirements and expectations of HCI, third parties and/or relevant regulatory requirements and consumer protection legislation and acknowledges that HCI relies on the Supplier to ensure the due application and operation at all time of such methods, systems and procedures in relation to any Supplies including, without limitation BABT accreditation and any ISO standards ( or any other analogous standards ) referred to.
(e) If the Supplier knows or has reason to know the purpose for which the Supplies are to be used, that such Supplies
shall be fit for such purpose.
(f) The performance design construction labelling specification and quality of any Supplies shall comply with all current
applicable statutory requirements and codes of practice.
(g) That the Supplies will be performed by appropriately qualified and trained personnel, with due care and diligence and
to such high standard of quality as it is reasonable for HCI to expect in all the circumstances.

5.2 Without prejudice to any other remedy, if any goods or services are not delivered or performed in accordance with the Order then at HCI's option, HCI may, a) require the Supplier to deliver the goods or perform the services within 7 days; or b) to terminate this Order and require the repayment of any part of the price which has been paid.

5.3 Without prejudice to HCI's other rights, the Supplier shall indemnify and hold HCI and/or its customers harmless for all damages arising out of any breach of the warranties in this Condition 5 and the Supplier shall pay all damages and costs awarded or agreed in settlement or otherwise incurred or to be incurred by HCI, its agents, distributors or customers, including all related and/or incidental charges, expenses and costs in relation to or arising from any such suit or claim; and HCI agrees to promptly notify the Supplier of any such claim or suit.

5.4 The Supplier shall indemnify HCI against all claims arising out of the loss or damage to the property of any party caused by the Suppliers negligence.

5.5 Save for death or personal injury directly caused by the negligence of HCI, its employees, servants or agents, or fraudulent misrepresentation HCI shall not be liable for any loss or bargain, opportunity, indirect, economic or consequential loss, loss of profit, loss of data or management time or damage incurred by the Supplier in connection with this Order or its termination of any reason; and HCI's total liability.

6. SUPPLIERS OBLIGATIONS


6.1 Suppliers shall perform the Services for HCI in accordance with the terms of the Order and SLA. Times specified
or referred to in this Order and/or any Schedule or SLA are of the essence of the Order and no Services may be rendered in instalments and/or any different Cycle Times. Supplier's appointment under this Order is non-exclusive.

6.2 The Services supplied to HCI will not infringe any IPR's of any third party and Supplier shall indemnify HCI against any third party claims.

6.3 Where any Services are performed on HCI premises the Supplier shall comply in all respects with any reasonable site rules and regulations relating to health and safety, security or other wise as may be varied from time to time by HCI and notified to the Supplier.

6.4 The Supplier shall at all times comply with all laws relating to employees working hours and equipment operators hours; and (where applicable) use and storage of personal and other data pursuant to applicable data protection Law and Health and Safety at Work legislation and all regulations and orders made under such legislation.

6.5 The Supplier shall refrain from activities, which are unethical, or which might bring HCI into disrepute or which might constitute or represent a serious conflict of interest or which might give the appearance of any impropriety.

6.6 Supplier may not subcontract any of the services hereunder without HCI's prior written consent which consent shall not be unreasonably withheld. Supplier will remain liable to HCI for full performance by Supplier hereunder notwithstanding any consent by HCI to the subcontracting by Supplier of part or all of the services.

7. IPR

7.1 All HCI IPR's shall remain vested in HCI absolutely and unless agreed otherwise. The Supplier is granted
no right in any HCI IPR's.

7.2 Subject to any previously registered right of the Supplier all IPR's developed or created in the course of the Services by the Supplier (''Improvements'') shall vest in HCI and the Supplier hereby agrees to, a) immediately communicate such improvements to HCI and no other person; b) assign (and/or procure the assignment by its employees and agents of) all IPR's to HCI; c) perform (and/or procure the performance by its employees and agents of) such acts and execute such documents as are necessary to perfect assignments of any IPR's to HCI and d) waive (and/or procure the waiver by its employees and agents of) any moral rights..

7.3 Suppliers will defend at its expense any claim brought against HCI by a third party based on a claim that any Services supplied by Supplier to HCI in accordance with this Order directly infringe an IPR and to pay the costs finally awarded.

8. CHANGES AND TERMINATION


8.1 HCI may at any time for its convenience prior to delivery or completion of performance of the Suppliers and upon written notice to the Supplier; a) make changes to all or any part of Order, or b) terminate all or any part of Order subject to HCI paying the reasonable and unavoidable costs wholly incurred by the Supplier as a direct result of such change or will pay a percentage of the Order price reflecting the percentage of work performed by the Supplier prior to termination providing the Supplier provides evidence of such costs to HCI's satisfaction.

8.2 HCI may, without prejudice to any of its other rights or remedies, by written notice immediately terminate this
order if: -
(a) The Supplier is not able to implement a procedure required for the proper performance of its obligations within a period
specified by HCI.
(b) The Supplier commits a material breach of this Order and in the case of a breach capable of remedy the Supplier had failed to remedy the breach within 14 days of a notice served by HCI requiring the Supplier to do so.
(c) The Supplier is in persistent breach of any obligation under this Order.
(d) There shall be a change in the ownership of control of the Supplier, or the Supplier becomes subject to insolvency proceedings makes a voluntary arrangement with creditors or becomes subject to an administration order or a petition is presented or an order made for winding up or a receiver is appointed over or possession is taken over any of the property or assets of the Supplier, or the Supplier ceases or threatens to cease carrying on business.
(e) HCI reasonably believes that any of the events mentioned above is likely to occur or that continuation of the Order is likely to be detrimental to the reputation of HCI.

8.2 HCI shall pay the Supplier's charges due and payable up to termination and any advanced payments will be reimbursed to HCI.

9. TRADEMARKS


If any Supplies are rejected or not purchased by HCI the Supplier shall remove any reference to HCI and any trademarks, trade names, insignia, symbols or designs of HCI incorporated in the Supplies.

10. MATERIALS, TOOLS AND EQUIPMENT


All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by HCI for the purpose of this order shall be and remain the sole property of HCI. Supplier shall safeguard all such property and shall, (a) be liable for any such loss or damage to such property, (b) maintain adequate insurance against such loss, (c) use it only for fulfilling Orders for HCI, and (d) return it to HCI upon written request. The Supplier shall have no lien over such property. The Supplier grants HCI the right to remove property from its premises at any time.

11. INSPECTION


The Suppliers' facilities, equipment and Supplies are subject to HCI's inspection and acceptance. Payment or signed receipt for Supplies shall not constitute acceptance and Suppliers shall not constitute acceptance and Supplies shall only be deemed accepted when they have actually been counted, inspected and/or tested by HCI and found to be in conformance with this Order. Supplies rejected, or not Ordered or delivered in advance of the delivery schedule may be returned to the Supplier at its expense, including HCI's expenses. If HCI receives Supplies with defects or non-conformities whether or not apparent on inspection, HCI reserves the right to require refund or replacement, as well as transportation costs and payment of damages. Nothing contained in this Order shall relieve the Supplier from its obligations of testing, inspection and quality control.

12. PACKING, DELIVERY AND SHIPMENT


12.1 All goods shall be packed and shipped in accordance with instructions and specifications in the Order. Supplies delivered must be clearly identified with batch numbers, order number, part number material code and sequential pallet and, unless otherwise specified in the Order, are to be delivered within normal working hours. In the absence of any such instructions, the Supplier shall comply with best commercial practice to ensure safe arrival at destination at the lowest transportation cost.

If Supplies are not delivered on time, HCI may terminate, without liability, any Supplies not yet shipped or services not yet rendered. In such instance, HCI may purchase substitute items or services elsewhere and charge the Supplier with any loss incurred. If in order to comply with HCI's required delivery date it becomes necessary for the Supplier to ship by a more expensive method than specified in the Order, the Supplier shall pay any incurred transportation costs, unless the necessity for such out routing or expedited handling has been caused by HCI. Property and risk in Supplies shall pass to HCI on delivery.

12.2 Where the Order includes international trade terms the meaning given to such terms in the ICC Incoterms 2000 shall
apply except where inconsistent with the terms of this Order.

12.3 The Supplier shall supply all necessary instructions, training or other information required to enable HCI to use and
support (if required) the Supplies.

12.4 HCI shall not be obliged to return to the Supplier any packing materials.

12.5 If the Supplies are to be delivered, or performed, by instalments, the Order will be treated as a single contract and not
severable.

13. INSURANCE

The Supplier shall during this Order maintain general liability insurance in the sum of five million pounds (£5,000,000)
per event. Such insurance must contain an indemnity to principles clause. If the Supplier fails to insure then HCI may in the name and at the expense of the Supplier pay all premiums necessary for maintaining and effecting insurance.

14. DISPUTE RESOLUTION

Any dispute between the Supplier and HCI arising out of this Order shall at HCI's discretion be referred to senior representatives of the parties who shall, within 10 working days of a notice from either party to the other, meet to attempt in good faith to resolve the dispute on a full and final basis. This procedure shall not be construed (under such doctrines as laches, waiver estoppels) to affect either party's ability to pursue its legal remedies, and nothing shall prevent either party from resorting to judicial proceedings if good faith efforts to resolve the dispute have been unsuccessful and/or if interim relief from a court is necessary to prevent serious and irreparable injury to one party or the other.

15. GENERAL

15.1 All claims for money due or to become due from HCI shall be subject to deduction or set off by HCI for any
counterclaim arising out of this or any other transaction with the Supplier. HCI's failure to enforce or insist on
performance of any of the Conditions in this Order shall not operate as a waiver of that or any other right. The construction validity and performance of this Order shall be governed by the laws of England and the Supplier irrevocably submits to the jurisdiction of the counts of England. Any application of the UN Convention on Contracts of the international Sales of Goods1980 is hereby excluded.

15.2 HCI and the Supplier are each independent contractors and nothing in this Order shall be interpreted as granting
either party the right or authority to make commitments of any kind for the other or to any third party.
Arrangements between HCI and the Supplier shall not constitute an employer employee relationship.

15.3 Neither party shall be under any liability for full or partial non-performance of these terms if such non-performance
Results from circumstances that the party could neither predict nor prevent by any reasonable measures other than industrial action of the Suppliers employees or sub-contractors ('force Majeure'). During any period of Force Majeure the Supplier and HCI shall discuss and the Supplier shall co-operate in implementing such reasonable and practical steps as are necessary to minimise any adverse impact on Force Majeure on the performance of the Supplier's obligations. To the extent that execution by the Supplier of any Order is prevented, hindered or delayed by Force Majeure HCI may at its expense make alternative arrangements and cancel the Order without liability.

15.4 In the event of any delay or interruption in the performance of Order occasioned by industrial action of HCI
Employees or Force Majeure affecting HCI then the time for the performance of the Order shall be deemed to have been correspondingly extended unless HCI elects to terminate the Order by written notice to the Supplier.

15.5 Any notice required to be made in accordance with these Conditions must be made in writing and shall be sent to the parties at the address indicated on the face of the Order. Notices shall be sent by fax or mail. No Message transmitted by e-mail shall constitute proper notice under these Conditions.

15.6 If any Condition to any extent is held to be invalid void or unenforceable then that provision shall be inoperative and void to the extent necessary to comply with law but the remaining terms and provisions shall nevertheless continue in full force and effect and the rights and obligations of the Parties shall be construed and enforced as if this Order did not contain the particular provision held to be invalid, void or unenforceable.

15.7 Any waiver by HCI of any of its rights under these Conditions will be in writing and only apply to the transaction or series of transactions referred to and no failure or delay on the part of HCI to exercise any right or remedy available to it under this Order shall be construed to operate as a waiver. Rights and remedies provided in this Order are cumulative and are not exclusive of any rights or remedies provided in law.