Purchase Orders Terms and Conditions
1. Definitions
1.1
(a) ‘Business Day’ means a day other than a Saturday or Sunday or public bank holiday when banks in London are open for normal business;
(b) ‘Completion of Delivery’ means the Goods having been unloaded at the Delivery Address by the Supplier and a delivery note having been signed by the Team;
(c ) ‘Conditions’ means these terms and conditions of purchase;
(d) ‘Delivery Address’ means the address stated on the Purchase Order or such other address as the Team may notify to the Supplier in writing;
(e) ‘Delivery Date’ means the date or dates specified in the Purchase Order, or later notified by the Team in writing, by which the Supplier is required to deliver the Goods/ perform the Services;
(f) ‘Documents’ means all non standard, bespoke instructions, manuals, reports, graphics, software or other material (in whatever form), prepared by the Supplier specifically for the Team in the proper performance of the Purchase Order and required by the Team in order for the Team to make full and proper use of the Goods/Services;
(g) ‘Goods’ means the Standard Goods and/or Specification Compliant Goods described in the Purchase Order;
(h) ‘Intellectual Property Rights’ means any and all intellectual property rights which are a result of intellectual effort including but not limited to patents, designs or trade marks (whether registered or unregistered), copyright, moral rights, computer software and programs, rights in data and databases, know-how and/or industrial rights existing, in each case, anywhere in the world;
(i) ‘Price’ means the price of the Goods and/or the charge for the Services;
(j) ‘party’/’parties’ means the Team or the Supplier or both;
(k) ‘Purchase Order’ means the Team’s purchase order pursuant to which it places an order for the Goods/ Services;
(l) ‘Services’ means the services described in the Purchase Order;
(m) ‘Specification’ means any technical data, specification, design, plan, drawing, film, software, sample or other information (in whatever form) relating to the Specification Compliant Goods and provided by the Team to the Supplier;
(n) ‘Specification Compliant Goods’ mean goods of a non standard type produced by the Supplier to meet the Team’s specific requirements as set out in a Specification;
(o) ‘Standard Goods’ means goods of a standard type produced by the Supplier which are not made to comply with a Specification;
(p) ‘Supplier’ means the person, firm or company named on the Purchase Order who is responsible for providing the Goods/Services;
(q) ‘Team’ means Lotus F1 Team Limited (an English company with company number 1806337) including any other name under which it may operate from time to time;
(r ) ‘Team Information’ means the Specification and any information which becomes known to the Supplier about the Team through performing the Purchase Order (whether relating to its processes, sponsors, other suppliers or anything else).
1.2 Unless otherwise stated, reference to ‘in writing’ includes email communication. An email is deemed received on sending provided: (a) it is sent to the latest address the sending party has for its usual contact at the receiving party (or to such person notified to it in writing by the receiving party); and (b) no non delivery notification is received.
2. Basis of Purchase
2.1 The Purchase Order constitutes an offer by the Team to purchase the Goods/Services subject to these Conditions.
2.2 Written acceptance of the Purchase Order or delivery of the Goods/ provision of the Services by the Supplier, constitutes acceptance of these Conditions forming a binding contract between the parties based on these Conditions which shall apply to the exclusion of any other terms or conditions submitted, proposed or stipulated by the Supplier whether orally or in writing.
2.3 No variation of the Purchase Order or these Conditions shall be binding unless agreed in writing by the parties.
2.4 Notwithstanding the above, where the parties have entered into a bespoke supply/services agreement for the supply of the Goods/Services and there is a conflict or divergence between the terms of such agreement and these Conditions, the terms of the agreement will take precedence over these Conditions.
3. Goods/Services
3.1 Unless otherwise agreed in writing by the parties, the quantity, quality and description of the Goods/ Services shall comply in all respects with the requirements specified in the Purchase Order and/or Specification (as relevant).
3.2 The Supplier shall give the Team reasonable advance written warning of any change in the specification or design of a Standard Good and shall not incorporate any such change in the Goods without the prior written consent of the Team. Where the Team has submitted a Purchase Order prior to receiving notification of any change, it may cancel the order on written notice to the Supplier following receipt of such notification without incurring any liability to the Supplier.
3.3 Where the Supplier is manufacturing Specification Compliant Goods, the Team shall supply a Specification with the Purchase Order. The Supplier shall not manufacture, supply or disclose Specification Compliant Goods to any third party without the prior written consent of the Team. On completion of the Purchase Order, unless otherwise instructed in writing by the Team, the Supplier shall return the Specification to the Team and not make any further use of it. Where a Specification is supplied in electronic form, the Supplier shall expunge (or procure the expunging of) the Specification from any computer or other electronic device upon which it is stored.
3.4 Where the Team provides the Supplier with materials to complete the Purchase Order, the materials shall be supplied free of charge and the Supplier shall use the materials solely in the production of the Goods which are the subject of the Purchase Order. The materials will at all times remain the property of the Team and shall be kept in good order by the Supplier. If there is surplus material following completion of the order, the Supplier will notify the Team and at the Team’s request either return the surplus to the Team or dispose of it, in each case, at the Supplier’s cost. Material wasted as a result of bad workmanship or negligence of the Supplier shall be replaced by the Team at the Supplier’s cost.
3.5 The Supplier shall be responsible for inspecting and testing the Goods/Services to ensure that they comply with the Purchase Order/ Specification prior to delivery.
3.6 The Supplier shall not unreasonably refuse any request by the Team to inspect and test the Goods during manufacture, processing, or storage at the premises of the Supplier (or any approved subcontractor) prior to dispatch, and the Supplier shall provide the Team with all facilities reasonably required for inspection and testing.
3.7 If, as a result of inspection or testing carried out in accordance with Condition 3.6, the Team is not satisfied that the Goods will comply in all respects with the description given in the Purchase Order and/or Specification (as relevant) and it informs the Supplier of this, the Supplier shall, at its own cost, take such steps as are necessary to ensure compliance. An inspection shall not imply acceptance of the Goods and shall not prevent the Team from later rejecting the Goods pursuant to Condition 6.
4. Warranties
4.1 The Supplier represents, warrants and undertakes to the Team that the Specification Compliant Goods will comply in all respects with the relevant Specification and that the Goods in general: (a) will be made of the best quality material (excluding the materials provided by the Team pursuant to Condition 3.4 for which the Supplier gives no warranty); (b) will be free from defects in design, construction and workmanship; (c ) will correspond in all respects to any samples provided to and approved by the Team; (d) will be fit for the purpose (if any) indicated (either expressly or by implication) in the Purchase Order, Specification or otherwise; and (e) will comply with any and all statutory requirements and regulations relating to the sale of the Goods.
4.2 The Supplier represents, warrants and undertakes to the Team that the Services will be performed by appropriately trained and qualified personnel, with due care and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances.
5. Delivery
5.1 Subject to Condition 5.2, the Goods shall be delivered to and/or the Services shall be performed at the Delivery Address on the Delivery Date.
5.2 The Team reserves the right, without penalty or charge, to delay the Delivery Date at any time and on any number of occasions. The Team requires the agreement of the Supplier to accelerate the Delivery Date.
5.3 The Supplier shall immediately notify the Team if delivery of the Goods and/or performance of the Services is, or is likely to be, delayed. The Team’s acceptance of such notice will not constitute a waiver of the Supplier’s obligation to deliver the Goods or perform the Services on the Delivery Date and the Team reserves its rights pursuant to Condition 5.4 in the event of late delivery.
5.4 If the Supplier delivers Goods or attempts to perform Services after the Delivery Date, the Team may, without prejudice to any other remedy it may have:
(a) reject the late Goods/Services without liability to pay the Price for them; and
(b) require the Supplier to cover any costs it incurs over and above the Price from obtaining the Goods/ Services from another provider.
5.5 In the absence of any specific instructions from the Team, the Supplier will pack and handle the Goods in accordance with best commercial practice to protect against loss or damage whilst in transit and being unloaded.
5.6 The Supplier will include with each delivery of Goods/Services a delivery note specifying the Purchase Order number, the product code or part number, the quantity of each of the Goods delivered and, if relevant, a description of the Services.
5.7 The Team shall not be required to return to the Supplier any packaging or packaging materials for the Goods, whether or not the Goods are accepted by the Team.
5.8 Risk in the Goods for loss/ damage will pass to the Team on Completion of Delivery. The Supplier shall be responsible for the Goods until this point.
5.9 Unless otherwise agreed in writing by the parties or delivered at the time of delivery of the Goods/performance of the Services, the Supplier shall supply the Team within 2 Business Days of the Delivery Date with any Documents relevant to the Goods/Services together with any applicable standard manuals, reports, software, or other material relevant to the Goods/ Services which are not produced specifically for the Team but which the Supplier ordinarily supplies with the Goods/ Services.
6. Rejection of Goods/Services/ breach of warranty
6.1 The Supplier acknowledges that the Team may take up to 12 months from the Delivery Date to inspect the Goods/make use of the Services. The Team may reject Goods/Services at any time within 12 months of the Delivery Date which on initial inspection/use do not comply with the Purchase Order and/or Specification provided the Team notifies the Supplier as soon as practicable on becoming aware of the defect.
6.2 Acceptance of the Goods/ Services on initial inspection/ use is without prejudice to the Team’s right to reject Goods/ Services which have latent defects which do not manifest themselves on initial inspection/use or which are in breach of the warranties given in Condition 4, provided the Team notifies the Supplier as soon as practicable on becoming aware of the defect.
6.3 In the case of a defect or breach of warranty, the Team may at the Supplier’s cost and without affecting any other right or remedy it may have at law:
(a) return the defective Goods to the Supplier/ reject the defective Services, in return for a full refund or credit (at the Team’s choice); or
(b) require the Supplier to replace or repair the defective Goods/ correct the defect in the Services; or
(c ) accept the defective Goods/ Services subject to the Supplier refunding or crediting (at the Team’s choice) an amount which the Team reasonably determines to represent the reduction in value of the relevant Goods/ Services arising from the defect.
6.4 The remedies set out in Condition 6.3 shall apply to any repaired Goods or re-performed Services which are themselves defective.
7. Price and Payment
7.1 The Price of the Goods/Services shall be as stated in the Purchase Order and, unless stated otherwise, shall be inclusive of all charges for packaging, shipping, transport insurance and delivery of the Goods to the Delivery Address, and any duties or levies other than Value Added Tax.
7.2 No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of the Team.
7.3 The Team shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Supplier.
7.4 The Supplier shall invoice the Team promptly after delivery of the Goods/Services at the address indicated on the face of the Purchase Order marked for the attention of the Accounts Department.
7.5 The invoice must show: (a) the Purchase Order number; (b) a full description of the Goods/Services and, in the case of Goods, the quantity; (c ) full details of prices; (d) any discount given; and (e) current VAT requirements.
7.6 Subject to the Goods having been delivered/ the Services having been performed, the Team will pay the Price on or before the end of the first week of the second month following receipt of a correct and undisputed invoice (i.e. on average no more than 50 days net).
7.7 The Team shall be entitled to off-set against any invoice, any amount due from the Supplier under the Purchase Order or under any other contractual arrangement.
7.8 Value Added Tax, where applicable, shall be shown separately on all invoices as an extra charge.
8. Ownership
8.1 Sole and exclusive ownership of the Goods shall pass to the Team on Completion of Delivery.
8.2 All Intellectual Property Rights in Specification Compliant Goods shall belong to the Team. All Intellectual Property Rights in Standard Goods shall remain the property of the Supplier.
8.3 All Intellectual Property Rights in any Documents shall belong to the Team and the Supplier shall not make use of the Documents outside of completing the Purchase Order other than with the Team’s prior written consent.
8.4 The Supplier shall and shall procure that any approved subcontractor shall, sign all documents and do all such acts and things as the Team may require to vest all Intellectual Property Rights in Specification Compliant Goods and any Documents in the Team and the Supplier hereby irrevocably authorises the Team to sign such documents on its own behalf and on an approved subcontractor’s behalf, if either fails to do so.
8.5 Any Specification shall remain the sole and exclusive property of the Team and the Supplier shall not make any use of a Specification (or any Intellectual Property Rights in a Specification) other than to complete the Purchase Order.
8.6 Any jigs, patterns, moulds, dies or any other tooling the Supplier is required to set up in order to supply Specification Compliant Goods (‘Tooling’) shall belong to the Team (including all Intellectual Property Rights therein) and the Supplier shall only use the Tooling in order to complete the Purchase Order. If requested by the Team the Supplier shall at its cost: (a) deliver the Tooling to the Team (at such address as the Team may specify) for use by the Team; or (b) destroy the Tooling following the Purchase Order being completed.
8.7 All Intellectual Property Rights in the generic technology developed by the Supplier to create Tooling to produce Specification Compliant Goods, shall belong to the Supplier allowing it to use such techniques to manufacture goods for third parties provided that no use of a Specification is made.
9. Assignment & Subcontracting
The Supplier may not assign any of its rights or contract any of its obligations under the Purchase Order without the Team’s prior written consent. If the Team consents to the use of a subcontractor, the Supplier will guarantee and remain liable to the Team for the performance of all subcontracted obligations as if the Supplier was performing such obligations itself.
10. Policies
10.1 Whilst on site at the Team’s premises, the Supplier shall comply at all times with the Team’s current health and safety policy which is available to the Supplier on request.
10.2 The team operates a zero tolerance policy to bribery. At no time in supplying the Goods / Services will the Supplier offer or accept a bribe. If at any time in supplying the Goods / Services the Supplier is offered a bribe it shall immediately inform the Team.
11. Cancellation
The Team may cancel a Purchase Order in respect of all or part of the Goods/ Services at any time on written notice to the Supplier. The Team shall pay a fair and reasonable price for all Goods/ Services produced/ performed at the point of cancellation and, in the case of Goods, any in actual production at the point of cancellation, subject to these Conditions. The Team shall not have any other liability to the Supplier in respect of a cancellation.
12. Liability & Indemnification
12.1 The Supplier will defend, indemnify and hold the Team harmless from and against any and all loss, liability, damages, costs, expenses (including legal expenses) whatsoever and whenever arising, awarded against or incurred or paid by the Team arising out of or in connection with; (a) any breach by the Supplier of any warranty given pursuant to Condition 4; (b) any breach by the Supplier or an approved subcontractor of its obligations under these Conditions or law (including but not limited to failure to procure compliance with the Team’s health & safety policy whilst on site and / or its anti bribery policy); (c ) any act or omission of the Supplier/ its subcontractor; and/or (d) any claim that the manufacture, supply and/or use of the Goods/ Services/Documents infringe a third party’s Intellectual Property Rights or any other rights (except where such claim relates to compliance by the Supplier with a Specification).
12.2 The Supplier will carry adequate insurance with a reputable insurer to cover its liabilities pursuant to Condition 12.1 and shall provide the Team with evidence of such insurance on request.
13. Confidentiality
13.1 Subject to Condition 13.2, Team Information shall be kept confidential by the Supplier except where it is already publically known, or becomes publically known, through no fault of the Supplier/ an approved subcontractor.
13.2 The Supplier may disclose Team Information to its employees and any approved subcontractor but only where and to the extent such person: (a) needs to know the information in order to fulfil the Purchase Order or to provide the Service; (b) is made aware of the confidential nature of the Team Information; and (c ) is bound by like confidentiality obligations to the Supplier which cover the Team Information.
13.3 No photographs of any of the Goods, Services, Team’s equipment, installations or property shall be taken without the Team’s prior written consent.
13.4 The Supplier shall not mention the Team’s name in connection with the Purchase Order or otherwise or disclose the existence of the Purchase Order or its relationship with the Team in any publicity material (including on its website) without the Team’s prior written consent. Furthermore, the Supplier shall not make use of the Team name, logo or any Team image without the Team’s prior written consent.
13.5 The Team shall keep confidential (and procure that its employees that need to know such information, shall keep confidential) any information disclosed to it relating to the Goods/ Services which the Supplier clearly identifies, prior to disclosure, as confidential. This obligation shall not apply where such information is already publically known, or becomes publically known, through no fault of the Team.
14. Termination
14.1 If the Supplier commits any breach of these Conditions or if, being an individual, dies or is the subject of bankruptcy proceedings or, being a company, enters into liquidation (either compulsory or voluntary except for the purpose of amalgamation or reconstruction), or an order is made for the appointment of an administrator to manage its affairs and property, or documents are filed with a court of competent jurisdiction for the appointment of an administrator, or notice of intention to appoint an administrator is given by the Supplier, or a receiver is appointed over any of its assets or undertaking, or circumstances arise allowing the appointment of such, or it ceases or threatens to cease to carry on its business, or the Team reasonably believes that any of the insolvency events mentioned above is about to occur in relation to the Supplier, the Team may terminate the Purchase Order on written notice to the Supplier without liability and without prejudice to any rights or remedies of the Team existing at the time.
14.2 On termination pursuant to Condition 14.1 and subject to Condition 14.3, the Supplier shall immediately deliver Tooling and any made or partially made Specification Compliant Goods or in the case of Standard Goods, Standard Goods, to the Team. If the Supplier fails to do so, it shall permit the Team or procure the permitting of the Team or any third party on behalf of the Team, to freely enter the premises where the Tooling and/or Goods are located and take possession of them and, if necessary, break locks, fences and other property in order to do so. The Supplier shall indemnify the Team against any losses, costs, claims and damages which may be reasonably sustained or incurred by the Team arising out of or in connection with the taking of such possession.
14.3 On taking possession pursuant to Condition 14.2, the Team shall pay a fair and reasonable price for the Tooling and any Goods.
14.4 On termination, or on request by the Team, the Supplier shall return all Team Information to the Team and not make any further use of it. Where Team Information is supplied in electronic form, the Supplier shall expunge it (or procure the expunging of it) from any computer or other electronic device upon which it is stored and ensure that any copies (whether hard or soft) are destroyed. If requested by the Team, the Supplier shall provide the Team with a certificate signed by one of its directors (or, in the case of insolvency, the liquidator) confirming compliance with this Condition.
14.5 For the avoidance of doubt, Conditions 8, 12, 13 and this Condition 14 shall survive termination and the obligations contained in each Condition shall remaining binding on the Supplier.
15. General
15.1 Any formal legal notice relating to a breach of these Conditions shall be in writing (excluding email) and addressed to the party at the address stated on the face of the Purchase Order (or as otherwise notified by a party to the other in writing) or sent to its fax number. Notices shall be deemed given and effective: (a) if delivered personally, upon delivery; (b) if sent by pre-paid first-class post or recorded delivery, at 9.30 am in the place of receipt on the second Business Day after posting; (c ) if sent by registered airmail, at 9.30 am in the place of receipt on the fifth Business Day after posting; or (d) if sent by fax, at the time of transmission.
15.2 No waiver by the Team of any breach of the Purchase Order by the Supplier shall be considered as a waiver of any subsequent breach of the same or any other provision.
15.3 If any provision of these Conditions is held to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder (if any) of the provision in question shall not be affected.
15.4 The Purchase Order and these Conditions constitute the entire understanding between the parties relating to the subject matter of the Purchase Order and, except as may be expressly referred to or referenced in these Conditions, supersede all prior terms and conditions and all prior representations, writings, negotiations or understandings between the parties relating to the Goods/Services, except in respect of any fraudulent misrepresentation made by either party.
15.5 Save for the Parties, no person shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of the Purchase Order and/or these Conditions.
15.6 The Purchase Order and these Conditions are governed by English law and the English courts shall have exclusive jurisdiction over any claim arising in respect of the Purchase Order and/or these Conditions.
Last updated: 11 April 2012