Home   Programmes   Land Systems  Standard Conditions of Purchase
Programmes
LAND SYSTEMS STANDARD CONDITIONS OF PURCHASE
For Glascoed, Barrow, Chorley, Leicester and Radway Green sites the following Terms and Conditions apply

BAE Systems Land Systems (Munitions and Ordnance) Ltd
STANDARD CONDITIONS OF PURCHASE
  1. Definitions
    (1) “Buyer” means BAE Systems Land Systems (Munitions and Ordnance) Ltd, registered address Warwick House, PO Box 87, Farnborough Aerospace Centre, Farnborough, Hants. GU14 6YU
    (2) “Supplier” means the supplier specified as such in the Order.
    (3) “Order” means the purchase order and any amendment thereto issued by the Buyer to the Supplier for the Supplies
    (4) “Supplies” means all articles, materials, tooling, works or services to be supplied under the Order
    (5) “Specification” means the technical requirements, specifications, drawings, and other descriptions of the Supplies incorporated in the Order
    (6) “Amendment” means any change to the Order notified by the Buyer to the Supplier

  2. Application
    These Conditions are an integral part of the Order and shall apply except to the extent that they may be inconsistent with any Special Conditions appearing on the face of or otherwise incorporated in the Order which shall have precedence over these Conditions. Such Special Conditions and these Conditions shall constitute the entire agreement between the parties and shall supersede all previous communications or representations between the parties inclusive of any standard selling conditions issued by the Supplier and shall not be varied except with the written agreement of the Buyer.

  3. Amendments
    The Buyer may at any time give notice to the Supplier of proposed Amendments to the Order. Within 14 days of receipt of any such notice the Supplier shall submit to the Buyer a statement of the effect of any such proposed Amendment and as soon as practicable thereafter the Buyer and the Supplier shall agree upon any necessary and reasonable adjustment to the Order and the Buyer shall then issue an-Amendment. If the Supplier fails to submit the statement as aforesaid within the said 14 days then the proposed Amendment shall be deemed to be incorporated in the Order as an Amendment.

  4. Price and Payment
    (1) Unless otherwise stated in the Order the price shall be firm (not subject to variations), exclusive of VAT but inclusive of all charges including but not limited to charges for non-returnable packaging, insurance and delivery. The price shall be payable not later than 30 days after acceptance of Supplies by the Buyer and against submission of invoices.
    (2) The Supplier shall submit its invoice to the Buyer at the address shown overleaf with, or after the despatch of the Supplies. Each invoice shall quote the Order number, item, part and drawing numbers, description, quantities and weights.
    (3) All invoices shall state the price for the Supplies exclusive of value added tax and show the amount of VAT (if any) separately and include the Supplier’s VAT registration number.
    (4) The Buyer shall be entitled at its sole option to set off against sums due under this Order to the Supplier any sums which the Supplier may owe the Buyer, or which may become due to the Buyer, under this Order or any other contract or in tort or otherwise howsoever.

  5. Title and Risk
    (1) Unless otherwise stated in the Order title to and risk in the Supplies shall pass to the Buyer on delivery.
    (2) Notwithstanding the passing of title in the Supplies, the Buyer shall be entitled to reject any Supplies in accordance with Condition 7 below and upon any such rejection, title and risk in the rejected Supplies shall revert to the Supplier.

  6. Conformity with Order and Delivery
    (1) Unless otherwise stated in the Order, delivery of the Supplies shall be made by handing over the Supplies at the Buyer’s premises nominated in the Order and obtaining the Buyer’s written receipt for the Supplies concerned which receipt shall not of itself constitute acceptance of the Supplies by the Buyer.
    (2) Delivery shall be strictly in accordance with the Order and at the Supplier’s risk. Time shall be of essence of the contract and the Buyer shall have the option to cancel the Order wholly or in part without incurring liability where delivery is not made on the date specified but without prejudice to any other right or remedy which the Buyer may have.
    (3) The supplier shall pack the Supplies securely and properly prior to despatch, shall mark each packaging with the Buyer’s Order number, and shall be wholly responsible for all losses and damages in transit. Each delivery shall be accompanied by the documentation specified in the Order and endorsed with the Buyer’s Order number, quantity and description.
    (4) Without prejudice to the Buyer’s remedies for delay the Supplier shall promptly notify the Buyer at any time that it shall become apparent that any delivery dates specified in the Order may not be met for whatever reason.
    (5) The Buyer shall without incurring liability have the option to suspend or vary the delivery schedule as set out in the Order subject to giving 14 days notice to the Supplier, sub clause (2) above shall apply to the delivery schedule as varied.

  7. Acceptance and Rejection
    (1) Acceptance of the Supplies shall take place when the acceptance procedures specified in the Order have been completed to the satisfaction of the Buyer. If no such acceptance procedures are specified in the Order acceptance of the Supplies shall be deemed to have taken place if the Buyer has not served a notice of rejection on the Supplier within 60 days after delivery of the Supplies concerned.
    (2) The Buyers may, by notice to the Supplier, reject any Supplies which do not conform to all requirements of the Order. The rejection of any Supplies shall entitle the Buyer at its discretion and without prejudice to any other remedy:
    (a) to require the Supplier to remove from his premises any Supplies in respect of which the Buyer has served a rejection notice on the Supplier;
    (b) to recover from the Supplier the price therefor, pending recovery of which in full the Buyer shall have a lien and power of sale over the Supplies concerned in respect of such price;
    (c) to require the Supplier promptly to replace or repair the Supplies free of cost at the Supplier’s risk;
    (d) to require the Supplier to defray the Buyer’s reasonable costs and expenses connected with such rejection.

  8. Quality Assurance
    (1) The supplies shall be subject to any Statuary or publicly recognised National or International Quality Assurance Conditions, which are specified on the face of the Order.
    (2) Commercial articles shall be supplied to good commercial quality in accordance with the Order and may be subject to additional checks on receipt at the Buyer’s premises.
    (3) The supplier shall maintain such records of quality control as may be required by the Buyer and shall provide documentary evidence that the agreed programme of tests and inspection has been carried out and that the supplies conform to all requirements of the Order.

  9. Access
    The Buyer’s representatives and the representatives of any other organisation on the Authority of the Buyer shall be allowed to visit the Supplier’s premises and those of its sub-contractors at all reasonable times and shall be afforded necessary facilities at any reasonable time for any purpose in connection with the progress or quality of the work on the Supplies.

  10. Force Majeure
    (1) The Supplier shall not be liable for delays in delivery due to causes which the Supplier can show are beyond his control and without the Suppliers Fault or negligence provided that the Supplier promptly notifies the Buyer of any delay or anticipated delay as soon as it is know and resumes performance as soon as possible thereafter. However, if such delay exceeds 28 days the Buyer shall be entitled to cancel the Order without incurring liability except in respect of Supplies already delivered to the Buyer prior to such cancellation.
    (2) The Buyer may wholly or partly suspend acceptance of deliveries during or after complete or partial stoppage of work at the Buyer’s premises by reason of factors outside the Buyer’s reasonable control including but not restricted to acts of God, fire, flood, strikes and lockouts.

  11. Warranty
    (1) Without prejudice to any other rights of the Buyer, the Supplier will, at the Buyer’s option and at the Supplier’s expense, either repair or replace or re-perform or refund the cost of the Supplies or part thereof which fail or are defective by reason of faulty materials or workmanship within a period of 18 months from date of acceptance. All Supplies so replaced or repaired or re-performed shall be similarly guaranteed by the Supplier, the period of such guarantee being calculated from the date of acceptance after its re-delivery, replacement or repair.
    (2) Unless manufactured pursuant to a detail design furnished by the Buyer, the Supplier shall assume design responsibility for the Supplies and shall warrant that they are free from design defect.
    (3) If the Supplier fails to take immediate steps to remedy any defects in the Supplies, then the Buyer shall be entitled to arrange for the defect to be rectified by a third party or carry out such rectification itself at the Supplier’s risk and all costs and expenses incurred therein shall be borne by the Supplier.
    (4) The warranties given by the Supplier hereunder shall be without prejudice to all other rights and remedies of the Buyer in respect of any failure by the Supplier to comply with the obligations imposed by the Order.

  12. Free Issue
    (1) Where the Buyer issues material and/or equipment (“hereinafter called material”) free of charge to the Supplier for the purposes of the Order such material shall be and remain the property of the Buyer and shall be used in the execution of the Order and for no other purpose whatsoever
    (2) The supplier shall keep separately identified and inspect such material on receipt and unless notice to the contrary is given the Buyer within 2 weeks of receipt it shall be deemed to have been received in good condition and in the quantities specified in the Buyer’s despatch note.
    (3) The supplier shall at its own cost maintain all such material in good order and condition subject, in the case of tooling and patterns, to fair wear and tear and shall be solely responsible for any loss thereof or damage thereto from whatever cause until re-delivered to the Buyer and shall insure the same in the joint names of the Buyer and the Supplier for its full replacement value with a reputable insurer against loss or damage
    (4) Following completion of the Order the Supplier shall forthwith notify the Buyer of the amount of any surplus material and shall dispose of it in accordance with the Buyer’s instructions.
    (5) All such material and all items incorporating such material shall remain the property of the Buyer and neither the Supplier nor any-subcontractor shall have any lien on them for any sum due to the Supplier or sub-contractor. The supplier shall take all steps as may reasonably be necessary to ensure that the title of the Buyer, and the exclusion of any such lien, is brought to the notice of all persons who may be affected by the Buyer’s title.

  13. Government Contracts
    (1) Where it is indicated on the Order that the supplies are required for a government contract the Order shall (unless otherwise stated) be subject to the conditions detailed in the latest issue of “Standard Conditions of Government Contracts for Store Purchase”,(Form GC/STORES/1) and to such other government conditions as are specified on the face of the Order and all conditions, or relevant parts thereof, contained in the government contract, the contents of which the Supplier shall be deemed to be aware, (hereinafter called “Government Conditions”). For the purpose of interpreting the Government Conditions, as between the Buyer and the Supplier, the Buyer shall assume rights and obligations of the “Authority” and the supplier shall assume the rights and obligations of the “Contractor” except where indicated to the contrary by the Buyer, who shall advise on such matters upon written request.
    (2) If any of these Conditions of Purchase is inconsistent with any applicable Government Condition, the Government Condition shall prevail to the extent of such inconsistency only, but nothing otherwise shall limit the rights which the Buyer reserves under these Conditions.

  14. Work performed on the Buyer's Premises
    In the event that any services or work performed by the Supplier under the Order are to be performed wholly or partly on premises (hereinafter referred to as “the site”) occupied by the Buyer or any subsidiary or associate company of the Buyer.
    (1) The Supplier shall comply with all its statutory obligations under the Health and Safety at Work etc Act 1974 (in this Condition 14 hereafter referred to as “the Act”) and in particular with the general duty contained in section 2 of the Act and to that end shall:
    (a) satisfy itself, by enquiry of the Buyer and all other appropriate means, that it possesses such information relating to the site, the conditions under which its duties under the Order are to be performed, and all other relevant matters, as is required to enable it to fulfil those obligations;
    (b) instruct its employees and sub-contractors working on the site in all matters relevant to the safety of such work and in safety precautions applicable thereto and insure that its own employees observe all such safety precautions.
    (c) keep the Buyer informed of all matters arising in the course of carrying out the Supplier’s duties under the Order which could affect;
    (i) the future conduct of the Supplier’s own operations or those of its sub-contractors on the site and/or the safety of such operations;
    (ii) the conduct of the Buyer’s operations on the site and/or the ability of the Buyer to comply with its own obligations under the Act;
    (d) at all times observe, and ensure that its employees, agents, sub-contractors and all persons under its control are aware of and observe, the Rules for Contractors and any other regulations and instructions communicated to the Supplier by the Buyer or other occupier of that site relating to the entry of persons on to, and the conduct of persons upon, the site.
    (2) The Buyer shall without prejudice to the obligations of the Supplier under paragraph (1)(a) above, give to the Supplier such information and advice as the Supplier might reasonably require in order to comply with its obligations under this Condition: PROVIDED THAT the buyer shall not be obliged to bring to the Suppliers attention such things as are obvious or ought reasonably to be known to the Supplier having regard to the ordinary skill and competence to be expected of any qualified person engaged upon duties of the kind to be performed under the Order.
    (3) Nothing in these terms and conditions or in any special conditions shall relieve the Supplier from complying with all its responsibilities and obligations under the Act and in particular with the duties imposed on manufacturers and suppliers as regards goods for use at work (Section 6), and the Supplier shall ensure that each of its sub-contractors complies with all such responsibilities and obligations.
    (4) The Supplier shall at the earliest opportunity provide for the Buyer full details of guarding and fencing requirements under Section 6(3) of the Act and of any additional safety measures required by any statutory authority but this obligation shall not be construed so as to relieve the Supplier from any liability under Section 6(1) (a) of the Act.

  15. Insurance
    (1) Without prejudice to any of its liabilities under the Order, the supplier shall at its own cost maintain, and shall require its sub-contractors to maintain, the following insurances to the Buyer’s satisfaction:
    (a) Employer’s Liability Insurance in accordance with statutory requirements: and
    (b) Public Liability Insurance with a limit of not less than £1,000,000, or such other limit as the Supplier may require, for any one occurance and covering inter alia liability arising under Condition 16 below and product liability.
    (2) the Supplier shall provide such evidence of its own and its sub-contractors insurance in force and the payment of premiums therefor as the Buyer may from time to time require.
    (3) No minimum figure of insurance cover required by the Buyer under the Order shall be construed as limiting the liability of the Supplier or its sub-contractors under the Order.

  16. Indemnity
    The Supplier shall indemnify and hold the Buyer and its respective officers, employees and agents harmless from and against any and all losses, claims, proceedings, damages, costs, charges and expenses whatsoever in respect of:
    (a) injury to or death of any person, or damage to or loss of any property, howsoever caused arising out of or in the course of or in connection with the performance of the Order, except inso far as such injury, death, loss or damage is due to the negligence of the Buyer.
    (b) failure on its own part or on the part of its sub-contractors to maintain any of the insurances mentioned in condition 15 above or any act or omission which invalidates any of the said insurances or causes the whole or part of any payment made under any of them to be refunded.

  17. Confidentiality of Information
    (1) Except with the consent in writing of the Buyer, the Supplier shall not disclose any details of the Order or the Supplies to any person other than a person employed by the Supplier in the carrying out of the Order or any sub-contractor of the Supplier accepting a like obligation. Such disclosure shall be made in confidence and shall extend so far only as may be necessary for the purpose of the Order.
    (2) All documents, including (without prejudice to the generality) specifications, drawing, plans or other data and any information contained therein, supplied by the Buyer for the purposes of the Order and all copies thereof shall remain the property of the Buyer and shall be returned to the Buyer on completion of the Order. The Supplier shall not use such documents or such information nor any document for information generated by the Supplier under the Order for the purposes of supplying goods or services to any other person and shall not in any circumstances manufacture any article, or parts thereof the same as or similar to the Supplies covered by any of the aforesaid documents or information without the prior written permission of the Buyer.

  18. Patents
    (1) The supplier shall indemnify the Buyer against all losses, claims, demands, charges, fees, payments, royalties, damages, costs and expenses, of any kind arising from the infringement or alleged infringement of any intellectual property rights whether in the form of Patent, Registered Design, Design Right, Trade Mark, Copyright or any other protected rights whatsoever made by a third party in relating to the work done under the Order or to the use or purchase or sale of the Supplies.
    (2) unless otherwise stated in the Order all rights in intellectual property generated under order shall vest in and be the property of the Buyer.

  19. Termination
    (1) In the event that the Supplier:
    (a) becomes bankrupt or insolvent, makes an arrangement with its creditors, has a receiver appointed over, or distress or execution levied in respect of, any of its assets or commences to be wound-up (not being a member’s voluntary winding-up for the purpose of amalgamation or reconstruction); or
    (b) fails to perform or observe any of the terms and conditions of the Order and fails to remedy the same within 2 weeks after receipt of notice from the Buyer requiring the same to be remedied. then the Buyer may be notice to the Supplier forthwith terminate the Order or any specified part thereof.
    (2) On termination as aforesaid and in respect of that part of the Order terminated:
    (a) no further sums shall become due to the Supplier save in respect of Suppliers delivered prior to termination, payment for which shall be postponed until such time as the Buyer’s claims against the Supplier under the Order shall have been finally established and quantified; and
    (b) the Buyer shall be entitled to procure the supply of goods and services in replacement for supplies not delivered prior to the termination from any alternative source. Any additional costs incurred by the Buyer in obtaining such goods and services from such alternative source and all expenses incurred by the Buyer in finding and arranging such alternative source shall be sums due and owing by the Supplier to the Buyer.
    (3) The Buyer shall be entitled at any time, by 2 weeks prior notice in writing to the Supplier to terminate the Order or any part thereof whereupon the Supplier shall cease all work except to the extent specifically directed by the Buyer (and shall instruct its sub-contractors similarly). The Buyer shall pay a reasonable sum for work done under the Order but shall not be liable for any loss of profit or of trading revenue and the sum payable shall not in any event exceed the Price.
    (4) The provisions of this condition 19 shall be without prejudice to any other remedy which the Buyer may have under the Order or at law.

  20. Waiver
    Failure of the buyer to insist upon strict performance of any of the terms and conditions of the Order or failure, or delay, to exercise any rights or remedies provided herein shall not constitute a waiver of any such condition, right or remedy unless an express waiver is evidenced by a properly executed document.

  21. Assignment and Sub-Contracting
    (1) No work on the Order may be sub-contracted by the Supplier (except within the UK and then only as is customary in the trade) nor shall the Order be assigned in whole or in part or otherwise transferred by the Supplier without the prior written consent of the Buyer. All sub-contracts shall be the responsibility of the Supplier.
    (2) The Buyer reserves the right to assign any or all of the rights and obligations deriving from the Order without the prior consent of the Suppliers.

  22. Law
    These conditions shall be governed by construed and shall take effect in accordance with the Laws of England.

  23. Notices
    Any notices, notifications, consents or other communications authorised or required to be given hereunder or for the purpose hereof shall be in writing and shall be deemed to be duly given if given by any of the following means, namely by hand, by facsimile transmission, telex or letter addressed to the Buyer or the Supplier at the addresses specified in the Order or at such other addresses as may be notified in writing and shall be deemed to be given if by hand or by facsimile transmission or by telex at the time of receipt and if by mail forty eight hours after posting. Proof of posting shall be deemed to be proof of receipt by the addressee.

  24. Headings
    The heading in these Conditions are convenience only and shall not affect the construction thereof.

  25. Continuity of Supply
    The Supplier undertakes to accept further orders of the Buyer’s future requirements for the same or similar Supplies at prices and delivery lead times no less favourable to the Buyer than those agreed for this Order having regard to the economic circumstances at the time and in the event that the Supplier is unwilling or unable to accept such orders he shall deliver to the Buyer without charge all necessary drawings, specifications, manufacturing information and tooling in his possession or under his control to enable the Buyer to make Supplies or have them made elsewhere.

With immediate effect all NEW procurement contracts shall incorporate the following clause.
  “No product or service shall be supplied to the Purchaser by the Supplier under
this contract/agreement/purchase order which contravenes , or by its use would
cause the Supplier, Purchaser or any Customer to contravene, any law or
regulation in force at any time.


For Newcastle, Telford, and Leeds sites the following Terms and Conditions apply

Standard Conditions of Purchase
For
BAE Systems Land Systems (Weapons & Vehicles) Limited
  1. Definitions
    In these Conditions the following expressions shall have the following meanings:
    Expression Meaning
    “the Buyer” BAE Systems Land Systems (Weapons & vehicles) Limited and includes its successors and assigns:
    "Conditions" means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller
    “the Contract” the agreement made between the Buyer and the Seller;
    “the Contract Price” the price for the Goods and Services in the Order;
    “the Delivery Schedules” the delivery schedules furnished by the Buyer;
    “the Design Information” specifications, drawings, plans, diagrams, patterns, samples. documents, software or other information issued or furnished directly or indirectly by the Buyer in relation to the Contract;
    “the Goods” the items sold or supplied to the Buyer directly or indirectly by the Seller under the Contract (including software and documentation) as may be specified in the Order;
    “Intellectual Property Rights” all industrial and intellectual property rights including all patents, utility models, trade marks, service marks, registered and unregistered designs and copyright (including applications for registration of grant to any of the foregoing);
    “Issued Property” all property supplied to the Seller directly or indirectly by the Buyer under the Contract;
    “the Order” this purchase order;
    “Quality Assurance” all activities and functions concerned with the attainment of the required quality and conformity of the Goods and Services;
    “the Seller” the party with whom the Buyer enters into the Contract for the supply of Goods and/or Services;
    “Service Parts” the Buyer’s requirements to satisfy the service needs of the Buyer or the Buyer’s ultimate customer;
    "Services" the services (if any) described in the Order; and
    “Work” the work in the form of Goods and/or Services undertaken or to be undertaken by the Seller under the Contract.

  2. General
    i) All Orders are issued on these Conditions which shall be deemed to be incorporated into the Contract. All and any terms and conditions which the Seller tries to impose in any quotation or acceptance or otherwise are excluded from the Contract (including any variation thereof) except to the extent accepted in writing by an authorised representative of the Buyer.
    ii) The Seller will unconditionally accept the Order by signing the duplicate Order where indicated and returning it to the Buyer within 10 working days of the date of the Order or where acceptance of these Conditions shall not previously have been communicated to the Buyer, the Seller’s making deliveries of the Goods or performing the Services (or part thereof) or commencing any part of the Work shall constitute such acceptance, whichever shall first occur.
    iii) If any term or provision of any of these Conditions shall be held to be invalid or not apply to the Contract in any jurisdiction the remaining terms and provisions of such Condition shall continue in full force and effect.

  3. Variations and Corrections
    i) Save as otherwise provided by or in these Conditions, no variation to these Conditions shall be binding unless agreed to in writing by an authorised representative of the Buyer, but any typo-graphical, clerical or other error or omission In the Order or other document issued by the Buyer shall be subject to correction without any liability on the part of the Buyer.
    ii) The Buyer reserves the right to make, at any time, changes in the Design Information (or any part thereof). If any of such changes (“an Engineering Change”) results in the Seller reasonably not being able to fulfil its contractual obligations or only being able to fulfil them at substantially more cost, then the Buyer may make an equitable adjustment in the relevant Delivery Schedule(s) or the Contract Price (as the case may be).
    iii) If the Seller requires an Engineering Change or other change to the Goods or Services, then the Seller shall inform the Buyer in writing of such proposed Engineering Change or other change and obtain the Buyer’s prior written consent (as in Clause 3ii above) thereto. All costs and responsibilities associated with the Engineering Change or other change shall be for the Seller’s account.

  4. Price and Payment
    i) All prices quoted by the Seller are to be fixed and inclusive of all costs and charges relating to packaging, carriage and delivery of the Goods to, and off-loading at, the delivery address (including insurance and any duties and taxes other than Value Added Tax). The Seller shall give the Buyer such information on pricing as the Buyer may reasonably require
    ii) The Price payable for the Goods and the Services shall be the Contract Price which shall include such amounts in respect of the costs and charges referred to in Clause 4i above as are reasonable.
    iii) The Seller and the Buyer will jointly promote a continuous effort to reduce the cost of the Goods and/or Services without reducing quality standards. If during the Contract period the Seller quotes or charges a price lower than the Contract Price to a customer purchasing comparable quantities of goods similar to the Goods and/or services similar to the Services, then the Buyer will be entitled to receive from the Seller a payment equal to the difference between the Contract Price and the lower price charged to such customer.
    iv) The Buyer will need to issue a written amendment of prices of the Goods and/of Services after price negotiations should any change to such prices be agreed before the change may take effect. 
    v) Payment will only be made against the corresponding invoice of the Seller which must quote the Order number, the Sellers account code, and, if the Seller requires payment of VAT, be (or be accompanied by) a VAT invoice containing the particulars required by law. Invoices are payable at the end or the month following the month in which the invoices are received by the Buyer.
    vi) The Buyer shall not be responsible for the payment of any changes for Services done or Goods supplied in excess of Services or Goods required by the Order (or any variation thereto).
    vii) No Payment of or on account of the Contract Price shall constitute any admission by the Buyer as to the satisfactory performance by the Seller of its obligations under the Contract and the Buyer shall be entitled from time to time to set-off against the Contract Price any monies owed by the Seller to the Buyer.

  5. Quality Assurance and Inspection
    i) The Seller shall promote continuous quality improvements relative to the Goods & Services and demonstrate to the Buyers Satisfaction that the Goods and Services conform to the Contract and that Quality Assurance required by the Buyer has been carried out.
    ii) The Seller shall procure that the Buyer or any person authorised by the Buyer shall have access at all reasonable times to the Sellers premises (or the premises of any supplier to the Seller) where the Goods (or any part thereof) are being manufactured, assembled, repaired or stored and shall provide, at its own expense, all reasonably required accommodation, assistance, facilities and use of appliances to enable the Buyer to carry out Quality Assurance. The Buyer shall also be entitled to take samples of the Goods. The Seller shall also produce, at the Buyers request, progress reports on the Contract and any sub-contract relating to the Contract.
    iii) Notwithstanding the Buyer’s right to carry out Quality Assurance, the Buyer shall be under no obligation to do so.
    iv) The Buyer may reject the Goods and/or Services or any part of the Goods or Services before or after delivery if all or any of the same do not comply on completion of manufacture or processing with the requirements of the Contract.
    v) If any of the Goods or Services is rejected before delivery (or completion) at the Buyers option and at the Seller's expense, the Seller shall -
    a) replace the rejected Goods or re-perform the Services; or
    b) rectify the rejected Goods and/or Services to ensure compliance with the Contract, or
    c) repay to the Buyer any sums already paid for the rejected Goods or Services.
    In addition, any additional expenses incurred by the Buyer in obtaining replacement Goods or Services shall be a debt due and owing by the Seller to the Buyer,

  6. Packaging
    i) The Contract Price shall include the cost of all non-returnable packaging: Charges for returnable packaging shall be ignored and the costs of the returnable packaging paid by the Seller. Queries on returnable packaging should be addressed to the Buyer’s Stores Manager at the delivery address. Returnable packaging must be clearly marked “returnable” and with the Seller's name.
    ii) The Seller shall ensure that each consignment of the Goods is properly labelled, and packed and secured in such a manner as to reach its destination in first class condition and to comply with all safety, environmental, legal and carrier’s requirements. The Buyer reserves the right to approve all packaging, containers and labelling used by the Seller. Any loss or damage due to faulty packaging is the responsibility of the Seller.

  7. Advice Notes Invoices and Statements of Account
    i) Advice notes must accompany all Goods and be fixed on the outside of packaging and must bear a positive identity to the Invoice (eg, the same number as the invoice) or the same reference number must appear on both documents. Each advice note must also detail the relevant Order number, part number, and name or other identification of the Goods, and, in the case of MoD contracts, the MoD Contract Number.
    ii) Invoices, statements of account and account queries should be sent to the Finance Department at the address on the Order. The address my be different from the delivery address of the Goods.

  8. Delivery, Title and Risk
    i) Delivery of Goods shall be made to the delivery address at the time specified in the Delivery Schedules or as otherwise directed by the Buyer. Delivery shall be effected when the Goods have been unloaded and the advice notes therefore handed over to the Buyer's representative. Goods or materials in excess of quantities ordered are returnable at the Seller’s risk and expense. Prior agreement of the Buyer must be obtained for any delivery of the Goods in advance of the specified dates. Time for delivery shall be of the essence of the Contract.
    ii) The Seller shall indemnify the Buyer in respect of all and any losses (including all liquidated damages to which the Buyer may become liable) sustained by reason of the failure of the Seller to meet the delivery times specified.
    iii) At the Buyers option, compensation for late delivery (as per Clause 8ii) above) may be paid by the Seller to the Buyer as liquidated damages for each week or part of a week during which the Seller is in default (by reason of any failure to meet times for delivery required by the Contract) a sum equal to ½% (one half of one percent) of the Contract Price or the proportion of the Contract Price appropriate to that proportion of the Goods or Services in respect of which the Seller is for the time being in default up to a maximum of 15% (fifteen percent) of the Contract Price or relevant proportion thereof.
    iv) The property and risk in the Goods shall pass to the Buyer on delivery in accordance with Clause 8i above, but without prejudice to any right of rejection accruing to the Buyer. The Seller shall be responsible for transport unloading costs and insurance (to the full value against all risk of damage and loss) in respect of the Goods prior to their delivery.
    v) If the Buyer determines that there is a shortfall of or damage to any Goods after delivery, then the Seller shall, at its own cost, send new Goods to make up the shortfall or to replace the damaged Goods at such time and place as instructed by the Buyer, and the Seller shall, if so requested by the Buyer, reimburse the Buyer for all losses and damages incurred by the Buyer including but not limited to a charge of £200 to cover the cost of administration of such due to the initial shortfall or replacement of the damaged Goods.

  9. Description and Warranty
    i) All conditions, warranties and undertakings on the part of a seller and all rights and remedies of a buyer expressed or implied by common law or statute in respect of the supply of goods and services shall apply to the Contract.
    ii) The Goods shall be of first class and satisfactory quality, fit for their intended purpose and shall be supplied strictly in conformity with the Contract’s requirements (including without limitation the Design information). They shall also conform to applicable health and safety and environmental rules and regulations from time to time in force in the countries where the Goods are to be used.
    iii) The Seller agrees to furnish promptly to the Buyer:-
    a) prior to delivery of the Goods, special notice of any hazardous nature of the ingredients in the Goods. If the hazardous nature of the ingredients is unknown at the time of sale, special notice shall be given to the Buyer immediately after the Seller’s discovery thereof. The Seller must comply with the Control of Substances Hazardous to Health Regulations;
    b) at the Buyer’s written request, a list of all ingredients in the Goods, and as the Buyer deems it necessary. the amount of each of such ingredients;
    c) information concerning any change in such ingredients, whenever any such change is made: and
    d) at the Buyer’s written request, any other information relating to such ingredients.
    iv) Work shall be performed to a high standard and in accordance with best practice.
    v) The Seller warrants to the Buyer that the Services 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 the Buyer to expect in all the circumstances.
    vi) The Seller warrants its expertise and confirms all statements and representations made in respect of the Goods and/or Services prior to entering into the Contract and the Buyer hereby confirms reliance upon such warranty of expertise and such statements and representations.

  10. Guarantee
    i) If any Goods and/or Services is/are found after acceptance not to meet the requirements set out in Clause 9 above and it/they has/have not been dealt with to the Buyer’s satisfaction under Clause 8v) of the Conditions, then the Buyer shall so notify the Seller.
    ii) On or promptly after receipt of a notice under Clause 10i) above, the Seller shall, at the Buyer's option :-
    a) make a cash refund of the Contract Price (or part thereof) acceptable to the Buyer to adjust for such situation; or
    b) supply the Buyer, free of charge, with replacement Goods and/or Services which meet the requirements of Clause 9 above, to such destination, at such time and in such manner as designated by the Buyer; or
    c) sort, inspect and repair such defective Goods and/or Services (as appropriate) at such place as designated by the Buyer,
    iii) In addition to Clause 10ii), the Seller shall if so requested by the Buyer, reimburse the Buyer for the following incurred (directly or indirectly) by the Buyer:-
    a) all and any costs, expenses and losses (including legal expenses) incurred by the Buyer or awarded against the Buyer or paid by the Buyer in or incidental to:-
    1) the removal, sorting, inspection, replacement, repair, shortage, disposal and/or reshipment of defective Goods and/or the correction of defective Services or provision of substitute Services therefore;
    2) any breach of warranty given by the Seller in respect of the Goods and/or Services;
    3) any act or omission of any of the Seller's personnel or its employees in supplying, delivering and installing the Goods;
    4) any act or omission of the Seller's personnel in connection with the performance of the Services;
    5) any liability under the Consumer Protection Act 1987 in respect of the Goods: and
    b) any claims for personal injury, death or property damage caused by or arising out of such defective Goods or Services,
    iv) The undertakings in Clause 10ii) shall endure for the warranty period(s) stated in the Contract or any relevant Order. If no warranty period(s) is/are stated, a warranty period of 12 months from delivery or performance shall apply.
    v) If the Seller fails to take immediate steps to remedy any non-conformance in the Goods and/or Services, then the Buyer shall be entitled to order the non-conformance to be rectified by others or carry out such rectification itself at the risk of the Seller and all costs and expenses incurred therein shall be borne by the Seller.
    vi) Where the replacement of Goods already assembled by the Buyer in the end product is necessary, the Buyer reserves the right to carry out such replacement using the labour of the Buyer and the Seller shall reimburse the Buyer with all associated costs.
    vii) In the event of any Goods being rejected for non-conformance to the Contract’s requirements but acceptable under concession, the Buyer shall levy a charge or £200.00 per concession to cover the cost of administration of such concession.
    viii) The Buyer’s rights under this Clause 10 shall apply notwithstanding that the Buyer may or may not have undertaken Quality Assurance and inspected pursuant to Clause 5 above.

  11. Design and lssued Property
    i) All Design Information (together with all Intellectual Property Rights therein) and all Issued Property shall be and remain the property of the Buyer and be used by the Seller only in execution of the Contract and for no other purpose whatsoever without the prior written consent of the Buyer.
    ii) The Seller hereby agrees that in circumstances where Design Information is prepared by it or by persons employed, commissioned or otherwise engaged by the Seller for the purposes of fulfilling this Contract then it will without charge upon request execute an assignment of copyright or procure that an assignment of copyright is obtained from the author of the Design Information in favour of the Buyer.
    iii) The Seller shall at its own cost, maintain all tangible Issued Property in good order and condition and insure it against all risk to full value whilst in the custody of the Seller, and on completion of the Contract, or as otherwise directed by the Buyer, shall return the same to the Buyer, at the Seller’s cost, in good order and condition and in accordance with the Buyer’s instructions. The Buyer reserves the right to charge the Seller for the full sales price of any Issued Property found to be defective through negligent or improper storage, handling. machining, processing or other use by the Seller.
    iv) Upon receipt of Issued Property the Seller shall satisfy itself that it is not defective or deficient for the purpose for which it has been provided and within 14 (fourteen) days of receipt shall notify the Buyer of any defects or deficiencies therein.

  12. Sub-Contracting
    i) The Seller shall not, without the prior written consent of the Buyer, sub-contract, assign or transfer all or any part of the Contract except that the Seller may sub-contract to purchase raw materials to be incorporated in the Goods or for such parts as are named in the Contract. If the Buyer has consented to the Seller using sub-contractors to fulfil the Seller’s obligations, and, in any event where the Seller uses a third party supplier, the Seller shall be entirely responsible to the Buyer for the actions and omissions of such sub-contractors and suppliers and their respective employees and agents.
    ii) The Buyer reserves the right to assign or transfer any or all of its rights and obligations under the Contract without the prior written consent of the Seller.

  13. Cancellation and Termination
    i) The Buyer shall be entitled to cancel the Contract (or part thereof) at any time by written notice to the Seller, in such circumstances, provided that the Seller is not or has not been in breach of its obligations under the Contract then the Seller shall be entitled to be paid a reasonable sum for any Work carried out under the Contract (or part thereof) by it prior to such cancellation (but no element of profit on any uncompleted portion of the Contract) and (subject to such payment, the Buyer being paid any sums owing to the Buyer by the Seller at the date of such cancellation) neither the Seller nor the Buyer shall have any liability whatsoever to the other by reason of such cancellation.
    ii) If the Seller, being an individual shall commit any act of bankruptcy or shall die, or being a company, shall pass a resolution or be the subject of a petition for winding-up (otherwise than for the purpose of a solvent reconstruction or amalgamation where the resulting entity assumes all of the obligations of the Seller under the Contract), or being a partnership, shall be dissolved, or (whether a company or not) shall cease to carry on its business or substantially the whole of its business, or becomes or is declared insolvent or commits any act of bankruptcy or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors. or if a liquidator, receiver, administrator, trustee, manager or similar officer is appointed of its undertaking, property or assets (or any part thereof), or any analogous step is taken in connection with the Seller in any jurisdiction, or if the Seller is in breach of any provision of the Contract (including any of these Conditions) or if the Buyer shall have the right to determine any contract with the Seller then subsisting (without payment of compensation to the Seller), Clause 13iii) below applies.
    iii) If Clause 13ii) applies, then the Buyer may terminate the Contract by summary notice given at any time to the Seller.
    iv) Following cancellation of the Contract (or part thereof) under Clause 13i) or termination under Clause 13iii), the Seller shall:-
    a) deliver up all Design Information and issued Property to the Buyer on demand of the Buyer and confirm in writing to the Buyer that it has delivered up the same and, if the Buyer requires, provide the Buyer access to the premises at which such information and/or property is located to allow the Buyer to collect the same; and
    b) notwithstanding the return of documents and materials, continue to be bound by the undertaking of confidentiality in Clause 14 below.

  14. Confidentiality
    i) The Seller shall not without prior written consent of the Buyer divulge the existence of the Contract or disclose any information (other than that property of the Seller which does not exclusively relate to the Contract) relating to or contained in the Contract (and especially Design Information) to any person who is not properly engaged in the performance of the Contract. Any disclosure permitted hereunder shall be made in confidence and only to such an extent as is necessary for the purposes of the Contract.
    ii) The Buyer may without payment disclose or make use of any information relating to the Goods and/or Services and which remains the property of the Seller for any reasonable purposes other than manufacture (unless otherwise agreed). These purposes shall include, but shall not be limited to, inspection, approval, product sale and support, installation, testing, commissioning, maintenance and repair.

  15. Intellectual Property Rights and Indemnity
    i) The Contract Price shall include all royalties, licence fees or similar expenses arising from the use of any Intellectual Property Rights for the purpose of performing the Contract.
    ii) The Seller will indemnify and keep the Buyer fully and effectually indemnified against all and any actions, proceedings, claims, demands, liabilities, losses (including lost profits) costs and expenses (including legal and other professional fees) which may be suffered by, made or brought against the Buyer, directly or indirectly, as a result of or arising out of –
    a) any infringement or alleged infringement of any lntellectual Property Rights to which any third party may be entitled which infringement or alleged infringement arises out of the sale or other disposal or use by the Buyer or a third party of any (or any part) of the material or intangible information provided by the Seller under the Contract; and/or
    b) the Seller’s failure to pay royalties in respect of or other non-compliance with any of the terms of any Iicence to use an Intellectual Property Right relative to any of the Goods or Services; and/or
    c) the Seller’s failure to comply with any term of the Contract (whether or not arising out of the acts and/or omissions of any of the Seller's sub-contractors and suppliers); and/or
    d) any defect in or defective design of the Goods, and in respect of Work, defective materials and/or workmanship.

  16. Work on the Buyer's Premises
    When the Order provides for Work to be done on the Buyer's premises, the Seller shall ensure that its representatives comply with the Buyer's regulations and the safety requirements applicable to the site, the security regulations applicable to the Buyer's premises and any instructions issued by the Buyer or its representatives. The Buyer shall have the right to require the removal of anyone from its premises and reserves the right to refuse entry to any reason.

  17. Service Parts
    i) At the Buyer’s request, the Seller agrees to supply, for 10 (ten) years following the final production of each part number (with reference to the Goods) for the Buyer's use (and/or the Buyers customer's service use) all Service Parts, provided that such parts are the same as, or of the same general type as, the original Goods which have been the subject of the Order
    ii) The Buyer (or its customer) will have the right to make one-off purchases of Service Parts at the end of each production run in order to fulfil its service needs.
    iii) During the period of the Buyer’s original vehicle supply, the Seller agrees to supply the Buyer (or the Buyer’s customer) with Service Parts at price levels for the parts the Seller supplied for the original vehicles (excepting differences in packaging and/or transport costs (if any)). Should the sub-component of any original vehicle part be required for service use, the price of the sub-component supplied shall relate directly to the value of that sub-component within the overall original vehicle part price as part of the original Contract Price.

  18. Year 2000 Compliance
    i) All Goods and services supplied against this order including any systems used to produce these Goods or Services must be Year 2000 compliant in accordance with BSI DISC PD2000-1. Year 2000 compliance shall mean that neither performance nor functionality is affected by dates prior to, during and after the year 2000 in particular:
    a) No value for current date will cause any interruption in operation.
    b) Date based functionality must behave consistently for dates prior to, during and after the Year 2000.
    c) In all interfaces and data storage, the century in any date must be specified either explicitly or by unambiguous algorithms or inferencing rules.
    d) The Year 2000 must be recognised as a Leap Year.

  19. Waiver
    No waiver, indulgence or allowance by the Buyer shall thereafter prevent the Buyer from insisting on all rights hereunder

  20. Law
    The Contract shall be construed as made in England and subject to English Law.
September 2002

With immediate effect all NEW procurement contracts shall incorporate the following clause.
  “No product or service shall be supplied to the Purchaser by the Supplier under
this contract/agreement/purchase order which contravenes , or by its use would
cause the Supplier, Purchaser or any Customer to contravene, any law or
regulation in force at any time.


Conditions of Contract - Compliance Matrix

Condition or Reference Number Condition Title Compliant Comments
Yes No
1 Definitions      
2 General      
3 Variations and Corrections      
4 Price and Payment      
5 Quality Assurance and Inspection      
6 Packaging      
7 Advice Notes Invoices and Statements of Account      
8 Delivery, Title and Risk      
9 Description and Warranty      
10 Guarantee      
11 Design and Issued Property      
12 Sub-Contracting      
13 Cancellation and Termination      
14 Confidentiality      
15 Intellectual Property Right and Indemnity      
16 Work on the Buyer’s Premises      
17 Service Parts      
18 Year 2000 Compliance      
19 Waiver      
20 Law      
 Back to Top