Terms & Conditions

Ordering Guidelines  

Order forms must include all of the following:

• Your unique six digit customer account number

• Your establishment’s name and full address, including postcode

• Your order number reference

• Contact name, telephone number and email address

• The catalogue product code and brief description

• Quantity required, expressed in units of issue as described in the
catalogue, and the total price

• Special delivery requirements eg. Delivery to other than ground floor

• An expenditure code, where applicable

Product Selection

• Customers must assess their own requirements against product features and standards to ensure its suitability.

• It is the customers responsibility to ensure products are appropriate for the setting and purpose they wish to use it.

Standard Delivery

Orders must be received by 4pm, 48 hours prior to your scheduled delivery day to guarantee inclusion on your next delivery.

Deliveries

Herts FullStop deliveries will be made to a ground floor covered area. Any special delivery instructions must be stated on the order and we will do our best to comply, although in exceptional circumstances assistance may be required from the customer. Third party suppliers may make a charge for delivery other than to a ground floor.

All deliveries should be checked against the delivery note and signed to confirm receipt of the number of parcels.

Delivery Check

Check all deliveries immediately and report any damage or discrepancy relating to Stock Items to the Customer Services Help Desk within 5 working days. Damage or discrepancies relating to Non Stock Items must be reported within 24 hours of receipt.

Collections

Collections and credits will only be raised for values in excess of £5.00 for any unwanted goods ordered in error.

Returns of Stock Items

If any of the goods we supply from stock prove to be defective or unsatisfactory within 28 days of delivery, then we will, at our discretion either exchange, repair or refund the cost of the item in full. Please contact the Customer Services Help Desk with your order details. You should ensure that the item is in its original undamaged packaging.

Non Stock Items

Identifies Non Stock Items. In addition to this the product code will usually appear in blue in the catalogue.

There may be a minimum order value applicable to Non Stock Items.
Where this is the case it will state that there is a minimum order value on the respective catalogue pages.

Returns of Non Stock Items

Any problems with Non Stock Items should be reported to the Customer Services Help Desk within 24 hours. If you are requested to return faulty Non Stock Items (under warranty), you should ensure that the item is in its original undamaged packaging.

If you wish to return Non Stock Items which you have ordered in error, we will make every effort to arrange for the return of goods. This cannot be guaranteed and may be subject to a supplier’s handling and/or restocking charge to cover carriage and administration.

Please note that it may not be possible to obtain credit from the supplier if you do not return the goods in their original undamaged packaging. Please do not return Non Stock Items to Herts FullStop, unless asked to do so.

Product Information & Availability

Colour swatches, may not be colour accurate due to the printing process.
Colour and material swatches are available on request. Products are not shown to scale, please refer to product details for size. Product images are a representation only, Herts FullStop cannot be held responsible should the product differ from that shown. Occasionally goods may be discontinued for reasons outside our control. Where a print error has occurred, we reserve the right to withdraw that item. Some products may be supplied with alternative packaging to that illustrated, but will be at the same quality and price.

Pricing

Prices are not guaranteed and Herts FullStop reserve the right to amend prices at any time.

Every effort is made to ensure that prices are correct at time of going to press.

Current pricing can be found on our website www.hertsfullstop.co.uk

Value Added Tax

All prices quoted are exclusive of Value Added Tax which will be charged at the appropriate rate where applicable.

Payment

Payment is due within 28 days from date of invoice which will be dispatched soon after the end of the calendar month in which delivery was made.

Payment details can be found on the reverse of your invoice.

If you fail to pay within the specified period we may suspend your account and be entitled to charge interest at 8% above the Bank of England rate.

Risk & Title

Responsibility for the goods will rest with you from the time they are delivered, but ownership will only pass to you when full payment has been received. If you return Non Stock Items by agreement, the responsibility for the goods will rest with you during transit.

Limits of Liability

Herts FullStop shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages resulting from:

(1) Unauthorised access/alteration of your data;

(2) The cost of procurement of substitute goods/services;

(3) The use of the Web site;

(4) Statements/conduct of any third party;

The entire liability of Herts FullStop in connection with the Contract shall not exceed the price of the Goods or Services to be provided hereunder.

Complaints Procedure

Herts FullStop is committed to providing an effective and professional service that delivers value for money. However, if you believe we have failed to do so, or you have a question or complaint contact us at the following address:

Customer Services

Herts FullStop

Mundells, Welwyn Garden City, Herts, AL7 1FT

Te lephone: 01707 292300 Fax: 01707 292326

Email: info@hertsfullstop.co.uk

Sustainable Purchasing

Herts FullStop is committed to playing its part by encouraging the use of sustainable products. The catalogue contains a wide range of products manufactured from recycled materials including copier paper, scissors, project/scrap books, sugar paper, refuse sacks, hand towels and toilet rolls.

Look for the ECO Symbol.

Materials Safety Data Sheets (MSD Sheets)

These are available for many products listed in this catalogue and are important in helping make the workplace safe, providing information to help you make a risk assessment as required by the Control of Substances Hazardous to Health Regulations (COSHH) and to protect the environment.

If you require MSD sheets contact us on 01707 292300 or email info@hertsfullstop.co.uk

Battery Recycling

We collect used batteries for recycling. To take advantage of this service, bring used batteries to:

Herts FullStop

Mundells, Welwyn Garden City, Herts, AL7 1FT

Waste Electrical and Electronic Equipment (WEEE)

We accept free of charge an item of household WEEE equivalent to the new item of household electrical and electronic equipment sold, irrespective of when and where the original item brought for disposal was purchased.

To take advantage of this service, bring WEEE back to:

Herts FullStop

Mundells, Welwyn Garden City, Herts, AL7 1FT

Should you be unable to return WEEE to us, please contact us in respect to our free take back serv ice.

Modern Slavery Statement

This Statement relates to our financial year 1st April 2020 to 31st March 2021. It describes the actions of Herts FullStop (inclusive of County Supplies) (HFS) to eliminate slavery and human trafficking from our business and supply chains.

Overview

HFS is a supplier of consumables and services dedicated to delivering excellence to schools and the wider public sector throughout the UK. Our supply chain includes the sourcing of items relating to the provision of education and public services. Our values of Trust and Integrity, Accountability, Innovation, Continuous Improvement, Social Responsibility, Teamwork, Equality and Diversity underpin our culture and behaviour as an organisation. These values are communicated throughout the business and call for the highest ethical standards in all interactions with all stakeholders.

Steps Taken to Tackle Modern Slavery and Human Trafficking Risk in 20/21

We continue to view modern slavery as a crime that can take many forms such as: slavery, servitude, forced and compulsory labour and human trafficking. HFS’s staff are the key to our continued success and we will not tolerate any behaviour which undermines their rights or freedom of association within our own business and supply chains. As a business, we review the following initiatives to mitigate risks of slavery and human trafficking across our business and our supply chains:

Our Approach

Internally HFS has several policies and procedures within its own organisation that ensure poor work practices don’t exist. Copies of these policies and procedures, including both grievance and whistleblowing policies (to help police our internal practices), are available to all employees for ease of use and reference.

HFS by the nature of its supply chains, requires manufactured products which increases the risk profile for us due to subcontracting and offshoring further down the supply chain. This therefore means more opportunity for hidden risks, or for risk levels to be changed without our knowledge.

HFS has reviewed the practices of its major suppliers and we are confident that they represent minimal discernible risk in this area.

HFS’s procurement team undergo annual e-learning and testing on ethics which includes a significant section about modern slavery, recognizing the risks and actions to take to eliminate the risk. This helps to ensure staff know and understand the issues and responsibilities they and HFS have in this matter.

Our Suppliers

The HFS supply chain – covers 26 areas, whilst a significantly high proportion of our suppliers are smaller organisations with turnover below the legislation required under section 54 of the 2015 Modern Slavery Act, we now encourage all our suppliers to be open and transparent about their recruitment practices, policies and procedures in relation to modern slavery and to take steps that are consistent and proportionate with their sector, size and operational capacity .

Our Performance Indicators

We use the following key performance indicators to measure how effective the above steps have been, to ensure that slavery and human trafficking is not taking place in our business or supply chain:

  • Reporting and whistleblowing - we actively promote and encourage employees to report any activity they believe to be unlawful and/or in breach of HFS’s policies, code of conduct and/or standards. A free, anonymous and confidential 24-hour telephone line is available to all employees, details of which are in our Employee Handbook.
  • Supplier Engagement - ongoing monitoring, collaboration and engagement with key suppliers to help identify key areas of risk within the supply chain in the next 12-18 months.
  • Ongoing Training – HFS apply a self-regulated approach by raising awareness to individual staff members of modern slavery and inhumane issues across the organisation.

Responsibility

The Board of Directors has strategic oversight and accountability for ensuring this statement is up to date, and accurately reflects HFS’s actions and initiatives to tackle and comply with our legal and ethical obligations, and that all those under our control comply with it.

The Quality and Assurance Officer has primary and day–to-day responsibility for implementing this policy, monitoring its use and effectiveness, dealing with any queries about it, and auditing internal control systems and procedures to ensure they are effective in countering modern slavery.

Management at all levels are responsible for ensuring those reporting to them understand and comply with these actions.

Communication and Awareness

Training on this statement, and on the risk and effect of modern slavery forms part of our induction process and employee training to ensure workforce knowledge and skills are in line with HFS’s due diligence processes.

Our zero-tolerance approach to modern slavery will be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and reinforced as appropriate thereafter.

Disciplinary Action

We may terminate our relationship with other individuals and organisations working on our behalf if they breach this policy.

Employees whose conduct breaches this Policy and our Code of Conduct in any way may be subject to disciplinary action in accordance with HFS’s Discipline and Performance Management Policy which could result in dismissal.

This policy will be reviewed as appropriate to sustain its effectiveness, and such changes will be brought to the notice of employees. It may be supplemented in appropriate cases by further statements.

This statement has been considered and approved by HFS’s Board of Directors.

Wall Art Terms & Conditions

1 Interpretation

1.1 In these Conditions the following terms shall have the following meanings:

Buyer

W & J Linney Limited (company number 137552) and/or the relevant group, subsidiary or associated companies (as the same are defined in accordance with the Companies Act 1985, section 736 and Section 736A as substituted by the Companies Act 1989, section 144) of the same;

Conditions

the 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 by the Buyer and any agreed service level agreement between the Buyer and the Seller;

Confidential Information

all information supplied by the Buyer, its agents and/or representatives to the Seller in respect of the subject matter of the Contract and including, without limitation, any information about the Buyer and its business processes and customers and their information and business processes;

Contract

the contract between the Buyer and the Seller for the supply and purchase of the Goods and/or Services in accordance with these Conditions;

Data Protection Legislation

all applicable privacy and data protection laws including the General Data Protection Regulation ((EU) 2016/679) and any applicable national implementing laws, regulations and secondary legislation in England and Wales relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426).

Data Subject

an individual who is the subject of Personal Data.

Goods

the goods (including any instalment of the goods or any part of them) described in the Order (for the purposes of these Conditions, the term 'Goods' shall include, without limitation, software);

Intellectual Property Rights

patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Materials

any and all works of authorship and materials (including copies) developed, written or prepared by the Seller, its employees, agents or sub-contractors in relation to the Goods and/or Services;

Order

the Buyer's purchase order;

Personal Data

means any information relating to an identified or identifiable natural person that is processed by the Seller as a result of, or in connection with, the provision of the Goods and/or Services under the Contract; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Personal Data Breach

a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.

Processing, processes and process

either any activity that involves the use of Personal Data or as the Data Protection Legislation may otherwise define processing, processes or process. It includes any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording. organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring Personal Data to third parties.

Seller

the person (whether incorporated or otherwise) so described in the Order;

Services

the services (if any) described in the Order;

Specification

includes any plans, drawings, artwork, data or other information relating to the Goods and/or Services;

Supplier Code of Conduct

means the Buyer’s code of conduct available from the Linney procurement team;

Supplier Questionnaire

means the questionnaire provided by the Buyer to the Seller for completion by the Seller;

Working Days

Monday to Friday excluding Bank Holidays and other public holidays in England;

Writing

includes letter, facsimile transmission, email and other comparable means of communication.

1.2 Headings in these Conditions are for convenience and shall not affect its interpretation.

1.3 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

2 Basis of purchase

2.1 The Order constitutes acceptance by the Buyer of an offer by the Seller which is a Contract to purchase the Goods and/or the Services subject to these Conditions.

2.2 These Conditions shall apply to the Contract to the exclusion of any other terms and conditions that the Sellers seeks to apply.

2.3 No variation to the Order or these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller. The execution of this Order shall be sufficient to infer acceptance of these Conditions.

2.4 Only Orders placed on the Buyer’s official order forms will be binding.

2.5 If there is any inconsistency or conflict between any special terms set out in the Order and the main body of these Conditions, the special terms set out in the Order shall prevail.

2.6 In relation to each and every Contract entered in to between the Seller and the Buyer, the Seller must comply with all and any reasonable instructions of the Buyer, its agents and representatives and, all and any reasonable instructions of the Buyer’s end customer, their agents and representatives.

2.7 The Seller shall ensure that at all times it has and maintains all the licenses, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.

3 Specifications

3.1 The quantity, quality and description of the Goods and/or the Services shall, subject as provided in these Conditions, be as specified in the Order and/or in any applicable Specification supplied by the Buyer to the Seller or agreed in Writing by the Buyer. The Seller shall ensure that any Specifications supplied by it shall:

3.1.1 be clear and unambiguous; and

3.1.2 only make allowances for wastage if such allowances have been agreed to in Writing by the Buyer.

3.2 Any Specification supplied by the Buyer to the Seller, or specifically produced by the Seller for the Buyer, in connection with the Contract, together with all other Intellectual Property Rights in the Specification, shall be the exclusive property of the Buyer. The Seller shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Seller, or as required for the purpose of the Contract. If the Seller damages any of the Specification, it shall be responsible for any losses suffered by the Buyer in respect of the costs of reconstituting and/or replacing the same.

3.3 The Seller shall comply with all applicable statutory and regulatory requirements and codes of practice concerning the manufacture, packaging, packing, storage, handling and delivery of the Goods and/or the performance of the Services.

3.4 The Seller shall ensure that it notifies the Buyer of any issues regarding the Specification within one Working Day of the supply of the Specification and/or Materials.

4 Price of the goods and services

4.1 The price of the Goods and the Services shall be in pounds sterling (£) unless otherwise agreed in writing and as stated in the Order and, if not so stated, shall be in accordance with the price matrix or other relevant documentation agreed between the parties. The price shall be exclusive of any applicable value added tax (which shall be clearly shown as a separate item on a VAT invoice) and inclusive of all charges for packaging, packing, shipping, carriage, royalties, insurance, delivery and unloading of the Goods at the delivery address and any duties, taxes or similar compulsory payments or levies other than value added tax.

4.2 No increase in the price may be made without the written consent of the Buyer.

4.3 Subject to condition 4.4, the Buyer may reject any supply of Goods where the quantity supplied by the Seller is:

4.3.1 above the quantity stated in the Order (or, if relevant, any 'overs' tolerances specified in the Order) (“Overs”); or

4.3.2 below the quantity stated in the Order (or, if relevant, any “unders” tolerances specified in the Order) (“Unders”),

for whatever reason, (including, without limitation, excess waste and spoilage).

4.4 In any event (and to the extent that the Buyer does not reject the Goods in accordance with these Conditions) and subject to condition 4.5:

4.4.1 the Buyer shall not be obliged to pay for any Overs; and

4.4.2 in respect of any Unders, the Seller shall reduce its invoice accordingly (taking in to account the number of Goods delivered under the quantity specified in the Order).

4.5 Notwithstanding the provisions of conditions 4.3 and 4.4, the Buyer may, at its sole option require the Seller to supply, free of charge, the Unders and/or any services which it failed to perform.

4.6 Where the Seller provides Goods which constitute Unders and the Buyer has supplied the correct numbers of part processed goods ("Buyer Goods") from which the Goods (and/or Services) are to be made or supplied, the Seller shall:

4.6.1 indemnify the Buyer in respect of all costs related to the Unders including, without limitation, reprocessing costs of Buyer Goods, extra transport and any and all customer claims for late delivery or other consequential losses; and

4.6.2 the Seller shall re-supply the correct number of Goods (and re-supply the relevant Services) following receipt of replacement Buyer Goods by the Buyer, free of charge.

5 Terms of payment

5.1 Invoices shall be rendered following the delivery of the Goods and/or performance of the Services. The Buyer shall have no liability to pay any invoice rendered more than 60 days after the relevant Goods have been delivered and/or Services performed. The Buyer’s order number must be shown clearly on all invoices, together with the name of the contract for which the Goods have been supplied if appropriate and the contact name and job title of the individual placing the Order on behalf of the Buyer. Only one invoice shall be submitted in respect of each Order.

5.2 The Buyer shall pay the price of the Goods and/or the Services within 60 days after the end of the month of receipt by the Buyer of a proper and accurate invoice or, if later, after acceptance of the Goods and/or Services in question by the Buyer and until the Seller has produced any appropriate Inland Revenue registration card or certificate.

5.3 The Buyer may set off against the price any sums owed to the Buyer by the Seller (whether under this contract or otherwise) and may deduct from the price any sums required to be deducted by law.

6 Delivery

6.1 The Seller shall follow the Buyer’s time frame for the delivery of the Goods and for commencement and completion of the Services. If the Seller is unable to do so, it must notify the Buyer immediately in writing, although notification shall not prejudice the Buyer’s rights and remedies in respect of such inability.

6.2 The Goods shall be delivered to and the Services shall be performed at the address and on the date or within the period stated in the Order. A detailed delivery note must accompany all Goods that contains, without limitation, details of the date of the Order, the Order number (if any), the type and quantity of the Goods and special storage instructions (if any).

6.3 Any packing instructions from the Buyer shall be specified in the Order (including, without limitation, if the Buyer requires the Seller to pack the Goods in packaging to be supplied by the Buyer), but in any event, all packaging supplied by the Seller shall be suitable such that all Goods are delivered without damage.

6.4 The time of delivery of the Goods and/or performance of the Services is of the essence of the Contract.

6.5 If the Order specifies that delivery is to be made to an address other than the Buyer's address, the following shall apply:

6.5.1 if the Seller is delivering in bulk direct to a customer of the Buyer, all deliveries shall be made in vehicles which do not display any livery of the Seller or, subject to condition 6.5.2, any third party unless otherwise agreed in writing;

6.5.2 if the Seller is delivering to a customer of the Buyer via a sub-contractor carrier or courier, all documentation supplied to the customer to whom the Goods are being delivered shall make no reference to the Seller unless otherwise agreed in Writing by the Buyer;

6.5.3 if the Buyer requires it, the Seller shall use the delivery documentation provided by the Buyer and proof of delivery shall be supplied on request within the agreed timescale; and

6.5.4 the Seller shall comply with the booking-in procedures and all other reasonable requirements of the customer of the Buyer to whom the Seller is delivering the Goods.

6.6 The Buyer may reject any Goods delivered or Services supplied, which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods or Services until the Buyer has had a reasonable time to inspect them following delivery or completion or, if later, within a reasonable time after any latent defect in the Goods or Services has become apparent.

6.7 The Seller shall be responsible for collecting any unwanted pallets and/or packaging and disposing of them in accordance with all relevant laws.

6.8 The Seller shall supply all further documentation (including, without limitation, file copies) required in the Order. Delivery shall not be complete until all such documentation and file copies has been correctly supplied by the Seller. These may be required in advance of the main delivery.

6.9 The Buyer shall have the right to inspect and test the Goods at any time before delivery.

6.10 If following inspection of the Goods under clause 6.9, the Buyer considers that the Goods do not conform or are unlikely to conform with the Seller’s undertakings and/or warranties contained in these Conditions, the Buyer shall inform the Seller and the Seller shall immediately take such remedial action as is necessary to ensure compliance.

6.11 Notwithstanding any such inspection or testing, the Seller shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Seller’s obligations under the Contract, and the Buyer shall have the right to conduct further inspections and tests after the Seller has carried out its remedial actions.

7 Risk and property

7.1 Risk of damage to or loss of the Goods shall not pass to the Buyer until delivery is made to the Buyer in accordance with the Contract.

7.2 The property in the Goods and/or Services shall pass to the Buyer upon delivery, unless payment for the Goods is made prior to delivery, when it shall pass to the Buyer once payment has been made.

7.3 Where the Seller holds stocks of Goods which have been paid for by the Buyer:

7.3.1 the Seller shall be responsible for the risk of damage to or loss of the Goods whilst held by it notwithstanding that title in those Goods belongs to the Buyer;

7.3.2 the Seller shall hold the Goods as the Buyer’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Seller and third parties and properly stored, protected and insured and identified as the Buyer’s property;

7.3.3 the Buyer may at any time require the Seller to deliver up the Goods to the Buyer and, if the Seller fails to do so forthwith, enter on any premises of the Seller or any third party where the Goods are stored and repossess the Goods;

7.3.4 the Seller shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Buyer; and

7.3.5 the Seller shall not be entitled to store the Goods off the site notified to the Buyer without the Buyer's prior written approval.

7.4 In respect of the Goods and any goods that are transferred to the Buyer as part of the Services under the Contract, including without limitation the Materials or any part of them, the Seller warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to the Buyer, it will have full and unrestricted rights to sell and transfer all such items to the Buyer.

7.5 The Buyer shall be entitled to such Intellectual Property Rights as may exist in the Goods, Services and/or Materials. The Seller assigns to the Buyer all such Intellectual Property with the intention that it shall vest in the Buyer upon the delivery of the Goods, the supply of the Services or, if earlier, the creation of each of the Materials.

7.6 The Seller shall do all such things and execute all such documents as may reasonably be required by the Buyer to ensure the vesting in the Buyer of the Intellectual Property rights referred to at condition 7.5 above.

7.7 Upon request by the Buyer the Seller shall promptly deliver to the Buyer all copies of the Materials then in the Seller’s custody, control or possession.

7.8 All Buyer Materials are the exclusive property of the Buyer.

8 Warranties and liability

8.1 Without prejudice to any conditions implied by law, the Seller warrants and represents to the Buyer that the Goods will:

8.1.1 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Seller or made known to the Seller by the Buyer, expressly or by implication, and in this respect the Buyer relies on the Seller’s skill and judgment;

8.1.2 be free from defects in design, material and workmanship;

8.1.3 correspond with their description and any relevant Specification, prototypes, proofs or samples (whether supplied by the Buyer or the Seller); and

8.1.4 comply with all and any requirements of the Buyer and/or its end customer and, all statutory requirements and regulations relating to the sale of the Goods (including, without limitation, all environmental laws relating to the manufacture and supply of the Goods and peripherals, including without limitation, those relating to packaging and child safety).

8.2 The Seller warrants and represents to the Buyer that the Services will be performed by appropriately qualified and trained personnel, with due care and diligence, in accordance with the Buyer’s and/or the Buyer’s end customer’s requirements and, all relevant laws (including, without limitation, those relating to child safety) and to such high standard of quality as it is reasonable for the Buyer to expect in all the circumstances.

8.3 In providing the Services, the Seller shall:

8.3.1 perform the Services, with the best care, skill and diligence in accordance with best practices in the Seller’s industry, profession or trade;

8.3.2 provide, all equipment, tools and vehicles and such other items as are required to provide the Services;

8.3.3 ensure that the Services and Materials conform with all descriptions and specifications set out in the Order and/or any applicable Specification, and that the Materials shall be fit for any purpose expressly or impliedly made known to the Seller by the Buyer;

8.3.4 use the best quality goods, materials, standards and techniques, and ensure that the Materials, and all goods and materials supplies and used in the Services or transferred to the Buyer, will be free from defects in workmanship, installation and design;

8.3.5 obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;

8.3.6 observe all healthy and safety rules and regulations and any other security requirements that apply at any of the Buyer’s premises and/or the premises of its end customer(s);

8.3.7 hold all materials, equipment and tools, drawings, specifications and data supplied by the Buyer to the Seller (“Buyer Materials”) in safe custody at its own risk, maintain the Buyer Materials in good condition until returned to the Buyer, and not dispose of the Buyer Materials other than in accordance with the Buyer’s written instructions or authorisation; and

8.3.8 not do or omit to do anything which may cause the Buyer to lose any licence, authority, consent or permission upon which it relies for the purpose of conducting its business, and the Seller acknowledges that the Buyer and/or its end customer may rely or act on the Services.

8.4 Without prejudice to any other remedy (including, without limitation, the remedies available at condition 4), if any Goods or Services are not supplied or performed in accordance with the Contract, then the Buyer may:

8.4.1 require the Seller to repair the Goods or to supply replacement Goods or re-perform the Services in accordance with the Contract within 7 days;

8.4.2 at the Buyer’s sole option, and whether or not the Buyer has previously required the Seller to repair the Goods or to supply any replacement Goods or re-perform the Services, to treat the Contract as discharged by the Seller’s breach and require the repayment of any part of the price which has been paid;

8.4.3 recover from the Seller any costs incurred by the Buyer in obtaining substitute goods and/or services from a third party;

8.4.4 refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Seller attempts to make;

8.4.5 where the Buyer has paid in advance for Services that have not been provided by the Seller and/or Goods which have not been delivered by the Seller, to have such sums refunded by the Seller; and

8.4.6 to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Seller’s failure to meet such dates or supply Goods and/or perform the Services in accordance with these Conditions.

8.5 The Seller shall indemnify the Buyer in full against all liability, loss (including loss of profit), damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with:

8.5.1 breach of any term of the Contract or any warranty given by the Seller in relation to the Goods and/or the Services;

8.5.2 any claims, demands, proceedings or actions that the Goods infringe, or their importation, use or resale, infringes, any other Intellectual Property Rights of any other person, except to the extent that the claim directly arises from compliance with any Specification supplied by the Buyer;

8.5.3 any act or omission of the Seller or its employees, agents or sub‑contractors in supplying, delivering and installing the Goods and/or carrying out the Services, including death and injury to person and damage to property caused directly or indirectly by negligence or breach of statutory duty of the Seller or subcontractor; and

8.5.4 any act or omission of any of the Seller’s personnel in connection with the performance of the Services.

8.6 The Seller shall indemnify the Buyer in full against all liability, loss (including without limitation, loss of business and loss of profit), damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with any act and/or omission of the Seller, or anyone acting on the Seller’s behalf, including without limitation, any breach of the Contract or any warranty or representation given by it in relation to the Goods and/or the Services which causes (in whole or in part) the Buyer to be in breach of any agreement with, or otherwise liable to, its end customer.

8.7 The Seller shall effect and maintain the following insurances:

8.7.1 employers liability Insurance, covering liability at law for damages claims costs and expenses in respect of death injury or disease to a minimum cover of £5,000,000 in respect of each claim;

8.7.2 public liability Insurance with an indemnity of at least £5,000,000 in respect of any one claim or number of claims arising out of one cause, the total of claims to be unlimited; and

8.7.3 product liability insurance with an indemnity of at least £5,000,000 in respect of any one claim or number of claims arising out of one cause, the total of claims to be unlimited in;

8.7.4 such other insurances, including, without limitation, professional indemnity insurance, which ensure that all of the Seller's liabilities (whether to the Buyer or otherwise)under these Conditions are properly insured;

8.7.5 the policies shall be endorsed to indemnify the Buyer as principal, and the Seller shall forward the policies for these insurances for examination to the Insurance Department of the Buyer within one week of the Buyer’s request.

8.8 Where the Seller processes Personal Data on behalf of the Buyer, and the Buyer is not the Data Controller but is the Data Processor (where Data Controller and Data Processor shall have the meanings provided to them in the Data Protection Legislation) of such Personal Data the Seller shall indemnify the Buyer in full against any costs, claims damages or expenses incurred by the Buyer in relation to any claim (including but not limited to any claim made by the Data Controller or Data Subject of any such Personal Data) which results, in whole or in part, directly or indirectly, from any breach by Buyer of clauses 8.9- 8.32 (inclusive).

8.9 Where the Seller supplies Personal Data to the Buyer, the Seller warrants that it has, in relation to that Personal Data, complied with all of its obligations under the Data Protection Legislation as a Data Controller.

8.10 The Seller will only process the Personal Data to the extent, and in such a manner, as is necessary for the performance of its obligations under the Contract. The Seller will not process the Personal Data for any other purpose or in a way that does not comply with the Contract or the Data Protection Legislation. The Seller shall notify the Buyer if, in its opinion, the Buyer's instruction would not comply with the Data Protection Legislation.

8.11 The Seller will comply with any Buyer request or instruction requiring the Seller to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.

8.12 The Seller will maintain the confidentiality of all Personal Data and will not disclose Personal Data to third parties unless the Buyer or the Contract specifically authorises the disclosure, or as required by law. If a law, court, regulator or supervisory authority requires the Seller to process or disclose Personal Data, the Seller must first inform the Buyer of the legal or regulatory requirement and give the Buyer an opportunity to object or challenge the requirement, unless the law prohibits such notice.

8.13 The Seller will assist the Buyer with meeting the Buyer's compliance obligations under the Data Protection Legislation, taking into account the nature of the Seller's processing and the information available to the Seller, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with supervisory authorities under the Data Protection Legislation.

8.14 The Seller will ensure that all relevant employees:

8.14.1 are informed of the confidential nature of the Personal Data and are bound by confidentiality obligations and use restrictions in respect of the Personal Data; and

8.14.2 have undertaken training on the Data Protection Legislation relating to handling Personal Data

8.15 The Seller must at all times implement appropriate technical and organisational measures against unauthorised or unlawful processing, access, disclosure, copying, modification, storage, reproduction, display or distribution of Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data.

8.16 The Seller will notify the Buyer if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable.

8.17 The Seller will notify the Buyer if it becomes aware of:

8.17.1 any accidental, unauthorised or unlawful processing of the Personal Data; or

8.18 any Personal Data Breach.

8.19 Where the Seller becomes aware of (a) and/or (b) above, it shall also provide the Buyer with the following information:

8.19.1 description of the nature of (a) and/or (b), including the categories and approximate number of both Data Subjects and Personal Data records concerned;

8.19.2 the likely consequences; and

8.19.3 description of the measures taken, or proposed to be taken to address (a) and/or (b), including measures to mitigate its possible adverse effects.

8.20 Following any unauthorised or unlawful Personal Data processing or Personal Data Breach, the parties will co-ordinate with each other to investigate the matter. The Seller will co-operate with the Buyer in the Seller's handling of the matter, including:

8.20.1 assisting with any investigation;

8.20.2 providing the Buyer with physical access to any facilities and operations affected;

8.20.3 making available all relevant records, logs, files, data reporting and other materials; and

8.21 taking reasonable and prompt steps to mitigate the effects and to minimise any damage resulting from the Personal Data Breach or unlawful Personal Data processing.

8.22 The Seller will not inform any third party of any Personal Data Breach without first obtaining the Buyer’s prior written consent, except when required to do so by law.

8.23 The Seller is not authorised to engage any third party (subcontractor) to process the Personal Data without the prior written consent of the Buyer. If such consent is given it shall (without prejudice to any other terms which the Buyer may impose) be conditional upon the Seller entering into a written contract with the subcontractor that contains terms requiring appropriate technical and organisational data security measures to be taken by the subcontractor.

8.24 Where the subcontractor fails to fulfil its obligations under such written agreement, the Seller remains fully liable to the Buyer for the subcontractor's performance of its obligations.

8.25 The Seller will take such technical and organisational measures as may be appropriate, and promptly provide such information to the Buyer as the Buyer may require, to enable the Buyer to comply with:

8.25.1 the rights of Data Subjects under the Data Protection Legislation, including subject access rights, the rights to rectify and erase Personal Data, object to the processing and automated processing of Personal Data, and restrict the processing of Personal Data; and

8.25.2 information or assessment notices served on the Buyer by any supervisory authority under the Data Protection Legislation.

8.26 The Seller will notify the Buyer if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party's compliance with the Data Protection Legislation.

8.27 The Seller will notify the Buyer if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their related rights under the Data Protection Legislation.

8.28 The Seller will give the Buyer its co-operation and assistance in responding to any complaint, notice, communication or Data Subject request.

8.29 The Seller will not disclose the Personal Data to any Data Subject or to a third party other than at the Buyer’s request or instruction, as provided for in the Contract or as required by law.

8.30 At the written direction of the Buyer, the Seller shall delete or return Personal Data and copies thereof to the Buyer on termination of the Contract unless required by law to store the Personal Data.

8.31 The Seller will keep detailed, accurate and up-to-date written records regarding any processing of Personal Data it carries out for the Buyer (Records).

8.32 The Seller will ensure that the Records are sufficient to enable the Buyer to verify the Seller's compliance with its obligations under the Contract and the Seller will provide the Buyer with copies of the Records upon request.

8.33 The Buyer shall not be liable to the Seller for any loss of profits or for any indirect or consequential losses (including, without limitation, loss of business, loss of data and loss of goodwill) resulting from any cancellation of any Order or any breach by the Buyer of any term of the Contract or from any act or omission.

8.34 The total liability in respect of any contractual breach or representation, statement or tortious act or omission arising under or in connection with the Contract (a "Default") shall not exceed the total sums paid or payable by the Buyer to the Seller in respect of the quantities of Goods and/or Services the subject of the Order to which the Default relates.

8.35 The Seller warrants and represents to the Buyer that all and any information it provides in the Supplier Questionnaire(s) shall be complete and accurate at the time of completion and, in the event that such information changes or is likely to change, following the date of completion, the Seller undertakes to promptly notify the Buyer in writing (immediately following the Seller becoming aware of the same) the full extent of such changes or likely changes.

8.36 Where the Seller is instructed by the Buyer to obtain and/or install any of the Goods at its end customer’s premises, the Seller warrants and represents that:

8.36.1 it is solely and fully responsible for any Goods that it obtains on behalf of the Buyer’s end customer and risk to such Goods shall remain with the Seller at all times until they have been delivered and/or installed (where installation is requested) at the Buyer’s end customer’s premises, upon which point risk shall pass to the Buyer’s end customer;

8.36.2 the installation of such Goods shall be carried out by those personnel who are adequately skilled and experienced to perform their obligations under the Contract and the Seller has, and will maintain in force for the duration of the Contract, all applicable licences, consents, permissions and authorisations required to carry out the required installation; and

8.36.3 it will provide all such co-operation and assistance as is required by the Buyer and/or the Buyer’s end customer (or its representatives) in relation to the Goods and the installation of them.

9 Compliance with laws and policies

9.1 In performing its obligations under the Contract, the Seller shall:

9.1.1 comply with all applicable laws, statutes, regulations and codes from time to time in force (including without limitation, those that relate to anti-bribery and anti-corruption and the Bribery Act 2010);

9.1.2 not engage in activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct has been carried out in the UK;

9.1.3 have and shall maintain in place throughout the term of each Contract, its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the relevant requirements and will enforce them where appropriate;

9.1.4 promptly report to the Buyer any request or demand for any undue financial or other advantage of any kind received by the Seller in connection with the performance of a Contract;

9.1.5 ensure that any person associated with the Seller who is performing Services and/or providing Goods in connection with a Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Seller in this clause 9. The Seller shall be responsible for the observance and performance by such persons of this clause 9, and shall be directly liable to the Buyer for any breach by such persons of any of these provisions; and

9.1.6 comply with all and any policies and procedures of the Buyer and the Buyer’s end customer (as amended from time to time), including without limitation, the Supplier’s Code of Conduct.

9.2 In performing its obligations under the Contract, the Seller shall :

9.2.1 comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015 and those laws that relate to the employment of child labour;

9.2.2 have and maintain throughout the term of the Contract its own policies and procedures to ensure its compliance; and

9.2.3 not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK; and

9.2.4 ensure that each of its subcontractors and suppliers shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015.

9.3 The Seller undertakes to implement due diligence procedures for its subcontractors, and suppliers and, other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains.

9.4 The Buyer shall have the right to terminate the Contract with immediate effect by giving written notice to the Seller, if the Seller commits a breach of any of the provisions contained in this clause 9.

10 Termination

10.1 The Buyer may cancel the Order in respect of all or part only of the Goods and/or the Services by giving notice to the Seller at any time prior to delivery or performance, in which event the Buyer’s sole liability shall be to pay to the Seller the price for the Goods or Services (to the extent performed) in respect of which the Buyer has exercised its right of cancellation, less the Seller’s net saving of cost arising from cancellation.

10.2 Notwithstanding and additional to the provisions of condition 10.1, the Buyer may terminate the Contract without liability to the Seller by giving notice to the Seller at any time if:

10.2.1 the Seller makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or becomes bankrupt or becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

10.2.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Seller; or

10.2.3 the Seller ceases, or threatens to cease, to carry on business;

10.2.4 the Seller suffers any similar or analogous action in any jurisdiction;

10.2.5 the Buyer reasonably apprehends that any of the foregoing events is about to occur in relation to the Seller and notifies the Seller accordingly;

10.2.6 the Seller commits a material breach of the terms of the Contract which is not capable of remedy;

10.2.7 the Seller commits a material breach of the terms of the Contract that is capable of remedy, but fails to remedy that breach within 7 days of receipt of notice in writing to do so; or

10.2.8 the Seller repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract.

10.3 Following termination, the Seller shall co-operate with the Buyer to affect any alternative requirements of the Buyer in respect of the supply of the Goods and/or Services by a third party supplier, including, without limitation, the transfer, in good condition, of any Materials, Specification or other documentation to the Buyer or, at the Buyer's request, the third party supplier.

11 Confidentiality

11.1 The Seller shall maintain secret and confidential the Confidential Information and all other information obtained from the Buyer either pursuant to these Conditions or prior to and in contemplation of it, shall use the same exclusively for the purposes of these Conditions, and shall disclose the same only to those of its directors and employees to whom and to the extent that such disclosure is reasonably necessary for the purpose of these Conditions.

11.2 The obligations of condition 11.1 shall not apply to Confidential Information or other information which:

11.2.1 the Seller can prove by documentary evidence produced to the Buyer within 14 days of disclosure was already in the possession of the Seller and at its free disposal before such disclosure; or

11.2.2 is subsequently disclosed to the Seller without any obligation of confidence by a third party who has not derived it directly or indirectly from the Buyer; or

11.2.3 enters the public domain through no act or default of the Seller or its agents or employees.

11.3 The Seller shall procure that all its directors and employees who have access to any Information of the Buyer to which the obligations of condition 11.1 apply (“Information”) shall be made aware of and subject to those obligations.

11.4 The Seller shall give all such assistance as may reasonably be required by the Buyer in enforcing obligations of confidentiality in respect of Information against such of its directors and employees who have been allowed access to the same under these Conditions including, without limitation, by taking court proceedings.

11.5 The Seller shall not disclose and/or publicise the Contract, these conditions or that it is working with the Buyer (including, without limitation, displaying Goods and/or Materials produced on the Buyer's behalf, entering the same into awards or the mentioning the Buyer, the Goods and/or Services supplied to the Buyer in any marketing materials or websites) without the Buyer's written consent.

12 Environmental, social accountability and ethical trading

12.1 Without prejudice to any other of the conditions in these Conditions:

12.1.1 in the supply of the Goods and/or Services, the Seller shall conform to all relevant environmental laws, standards, guidelines and codes of practice and shall take all practical steps in carrying out the work to minimise any risk to the environment;

12.1.2 the Seller shall comply with all applicable national and local legal requirements, customs, and published industry standards pertaining to employment and manufacturing. Failure to do so may result in the immediate termination of approved supplier status;

12.1.3 the Seller undertakes that it and its employees, agents and subcontractors will at all times comply with all health & safety requirements relating to the supply of the Goods and/or Services to the Buyer;

12.1.4 to the extent that the Seller is required to be on any site other than its own in respect of the supply of the Goods and/or Services, the Seller shall comply with all instructions and practices notified to it (including, without limitation, health and safety policies);

12.1.5 the Seller shall ensure that it complies with all relevant legislation in respect of its employees, sub-contractors, agents and temporary staff (including, without limitation, in respect of minimum wage, paying taxes, terms & conditions of employment, minimum age, non-discrimination and working hours); and

12.1.6 the Seller shall ensure that it has in place suitable disaster recovery plans / contingency plans such that the supply of the Goods and/or Services is not disrupted, these to be available on request.

13 General

13.1 The Seller shall keep detailed records of all Goods and/or Services supplied to the Buyer including, without limitation, details of records of receipt, stock and deliveries and shall make all such records available for inspection by the Buyer and/or the Buyer’s end customer, for a period of three (3) years from the date of the relevant supply of Goods and/or Services.

13.2 The Buyer may, upon giving not less than 2 Working Days written notice, audit the Seller at its premises in respect of all records, accounts and Goods and Services to be supplied or held on behalf of the Buyer including, without limitation, inspection of the production process).

13.3 The Buyer may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group.

13.4 The Contract is personal to the Seller and the Seller shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub‑contract any of its obligations under the Contract unless otherwise agreed in Writing, in advance, with the Buyer.

13.5 In the event that the Seller does subcontract any of its obligations under the Contract:

13.5.1 the Seller shall remain liable for all and any acts and/or omissions of its sub-contractors as if they were the acts and/or omissions of the Seller;

13.5.2 the Seller shall procure that each and every subcontractor complies with the reasonable instructions of the Buyer, its agents and representatives and, the reasonable instructions of the Buyer’s end customer, their agents and representatives; and

13.5.3 the Seller shall procure that each and every subcontractor complies with the provisions of clause 9 and all and any policies and procedures that the Buyer’s end customer may have.

13.6 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. All notices must be given in the English language or, if given in a language other than English, an English translation must be provided. If there is any conflict between the translation of the notice and the original notice, the translation of the notice shall prevail.

13.7 The Seller shall follow the contact protocol and other reporting requirements as set out in the Order and shall not contact the customer of the Buyer in respect of any Order of the Goods and/or Services unless the Buyer has expressly agreed to such contact in Writing.

13.8 The Seller shall not solicit (including, without limitation, the employment in any capacity, whether as fulltime employee, freelancer or consultant) any of the Buyer's staff during the course of its on-going relationship with the Buyer and, in any event, for a period of twelve (12) months from the date of completion of the last Order for the Buyer.

13.9 The Seller shall comply with any agreed escalation procedures. If there are no such procedures, the parties shall escalate issues to senior managers and then directors.

13.10 No waiver by the Buyer of any breach of the Contract by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.

13.11 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

13.12 A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

13.13 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales, and each party irrevocably agrees to submit to the exclusive jurisdiction of the English courts in relation to such matters.

Signed for and on behalf of:

 

Signature:

 

Name:

 

Position Held:

 

Date: