Archive | Terms And Conditions Of Purchase

Terms and conditions governing the purchase of goods ("goods") and/or services ("services") identified in the purchase order ("order") by Fenway, being The Fenway Group Limited of Prospect House, Lonsdale Gardens, Tunbridge Wells, TN1 1NU, with company number 04759517 ("company") and which issues the order to the person, firm, company or organisation whose name appears on the order, or who accepts the order ("supplier").

All purchase transactions are subject to these Terms And Conditions Of Purchase.

These Terms And Conditions Of Purchase were last reviewed and updated 15th October 2022 and applied until 30th April 2024. This is version 1.0. For our current Terms And Conditions Of Purchase, please click here.

For further information please contact us via admin@fenway.uk.

1.00: BASIS OF PURCHASE

1.01: The order shall be deemed to be an offer by company to purchase the goods and/or services subject to these terms and conditions and such offer shall be accepted and form a legally binding contract when the supplier accepts the offer. The supplier shall be deemed to have accepted an order within a three (3) day period of receiving the order from company unless the supplier rejects the order in writing to company within such three (3) day period. Upon such acceptance supplier will deliver the goods and/or perform the services in accordance with the order.

1.02: These terms and conditions will be incorporated into and be part of the order and shall subject to conditions 1.03 and 20.07 apply to the exclusion of any other terms and conditions in any other document or other communication, including, without limitation, any terms and conditions on which any quotation has been given to company or subject to which the order is accepted or purported to be accepted by the supplier.

1.03: No variation to the order shall be binding unless agreed in writing between company and supplier.

1.04: The company reserves the right to update and/or amend these terms and conditions at any time without notice or warning.

2.00: DELIVERY AND OWNERSHIP OF THE GOODS

Delivery of the goods shall be made at the delivery address identified in the order but property in the goods shall not pass until company has had a reasonable opportunity to inspect the goods. The goods shall be at supplier's risk until property has passed to company. Company may reject any of the goods delivered which are not in accordance with the order and shall not be deemed to have accepted any of the goods until company has had a reasonable time to inspect the goods following delivery or, if later, within a reasonable time after any latent defect in the goods has become apparent. Company shall not be obliged to return to supplier any packaging or packing materials for the goods, whether or not the relevant goods are accepted by company, nor shall company be obliged to return to supplier any goods.

3.00: DELAYS, SURPLUSES AND SHORTAGES

Without prejudice to company's other rights, company reserves the right to cancel, without redress by supplier, either the whole or the unexecuted part of the order if unexecuted within the time specified in the order, or schedules issued pursuant to the order. Supplier shall deliver the goods and/or supply the services by the delivery date or dates specified in the order or, in the absence of a specified date, within a reasonable time. Should supplier's failure to deliver on time necessitate deliveries by special transport, all additional transportation charges shall be paid by supplier. Company reserves the right to return to supplier at supplier's cost and risk any of the goods delivered in excess of the quantities specified in the order, or in excess of schedules issued pursuant to the order.

4.00: QUALITY

4.01: In addition to company's statutory and common law rights and without limitation, supplier represents and warrants to company that:

4.01.1: The goods shall: i. conform as to quality and description with the particulars stated in the order; ii. be of sound materials and workmanship and be free from defects; iii. be safe and present no risk to persons or property; iv. be equal in all respects to the samples, patterns or specification provided or given by either company or supplier; v. be capable of meeting any standard of performance specified in the order; vi. be fit for the purpose for which the goods are commonly intended and, if the purposes for which the goods are required is made known to supplier either expressly or impliedly, also be fit for that purpose; and, vii. comply with all applicable statutory and other regulatory, or similar, requirements.

4.01.2: The services shall: i. be performed in accordance with any of the requirements stated in the order (and supplier guarantees that supplier will achieve all of the results specified in the order); ii. be performed with all reasonable and professional skill, care and diligence; and, iii. comply with all applicable statutory and other regulatory, or similar, requirements.

5.00: LIABILITY

5.01: In additional to supplier's statutory and common law obligations and without limitation supplier shall indemnify and hold harmless company against all claims, costs, losses, damages, demands and expenses whatsoever and whether arising in contract, tort or otherwise from:

5.01.1: Any breach of the provisions of the order; and,

5.01.2: Any infringement or alleged infringement of any copyright, patent, utility model, trade mark, registered design (and any application for registration of any of those things) or other proprietary right by use or sale of the goods provided that where the goods are supplied to a specification or design of company this indemnity shall not apply to the extent that the infringement or alleged infringement arises from such specification or design.

6.00: HEALTH AND SAFETY AT WORK

6.01: In addition to supplier's statutory and common law obligations and without limitation, supplier warrants and represents to company that:

6.01.1: Supplier has carried out all statutory and/or regulatory testing and examination and other work necessary to eliminate any risk to health and safety resulting from use of the goods for any purpose for which the goods are designed or intended;

6.01.2: (Without prejudice to all company's rights and remedies) where conditions exist in relation to the goods and/or services under which there will be or may be any risk to health or safety, supplier shall immediately on receipt of the order, or immediately once supplier becomes aware of such conditions after acceptance of the order, bring such conditions to the attention of company in writing and shall provide free of cost adequate information about such conditions and the safeguards which are necessary to eliminate the risk;

6.01.3: Where the goods contain or consist of rotating or moving parts or where there is a risk from explosion or flying parts the supplier shall provide, fit and bear the cost of suitable guards and/or protective devices to minimise and so far as practicable eliminate any risk to health or safety resulting from use of the goods for any purpose for which the goods are designed or intended;

6.01.4: All goods supplied by supplier in the order conform to all applicable regulatory, or similar, requirements. Supplier shall supply to company within twelve (12) hours of request all test reports, batch identification, random sampling, other evidence of safety and other evidence as required by statute and regulations which relate to the manufacture and sale of the goods before and during their manufacture; and,

6.01.5: Supplier will take all precautions necessary to ensure that the services are performed safely and without risk to persons or property and shall provide and bear the cost of all insurances necessary to indemnify and hold harmless company in respect of any negligence or act or omission in the part of supplier, supplier's employees, suppliers, sub-contractors or agents.

6.01.6: Supplier will ensure that all of supplier’s employees, suppliers, sub-contractors, agents or other representatives are suitably qualified and trained to provide goods and/or services and shall provide and bear the cost of all equipment required for the safe delivery of goods and/or services and hold harmless company in respect of any negligence or act or omission in the part of supplier, supplier's employees, suppliers, sub-contractors or agents.

6.01.7: Supplier will provide company with method statements and risk assessments and other similar and/or applicable and/or required documentation within ten (10) working days of receiving the order.

7.00: VISIT TO SUPPLIER'S PREMISES

Supplier will give access to the duly authorised representatives of company at all reasonable times to supplier's premises and all parts of supplier's premises and company shall be permitted to inspect, examine and test materials used in the manufacture of the goods before and during the manufacture of the goods and supplier will ensure supplier's staff assist company in such access, inspection, examination and testing. If as a result of inspection or testing company is not satisfied that the goods will comply in all respects with the order, and company so informs supplier within fourteen (14) days of inspection or testing, supplier shall take such steps as are necessary to ensure compliance. However, no inspection or test or failure to inspect or test by company shall constitute acceptance of the goods or affect any liability of the order. Any certificate of inspection shall not exclude or limit any claim made or to be made by company.

8.00: ADVERTISEMENT

Supplier shall not disclose the order or supplier's relationship with company to any third party or refer to the order in any way in any public announcement, press release, advertisement or other form of public statement.

9.00: CONFIDENTIALITY

Except as required by law company and supplier shall procure that all confidential information disclosed by either of them to the other to complete the order or which may at any time until such completion come into either company's or supplier's knowledge, possession or control shall not be used for any purpose other than those required or permitted by the order and shall remain confidential and shall not be disclosed to any third party except insofar as this may be required for the proper operation of the order and then only under appropriate confidentiality provisions approved by the disclosing party. For the purposes of the order information relating to the business of company, company's business processes and client and supplier lists are hereby deemed to be confidential information. These obligations of confidentiality shall cease to apply to any particular item of confidential information once it becomes public knowledge other than by any act or default of either company or supplier.

10.00: FORCE MAJEURE

If either company or supplier is prevented from performance of its obligations for a continuous period in excess of thirty (30) days due to an event beyond its reasonable control (which shall include without limitation an event of terrorism, social disorder, strike, accident, war, social disturbance, fire or extreme weather conditions) the other may terminate the order immediately on service of written notice upon the party so prevented in which case company shall have no liability to supplier except that rights and liabilities which accrued prior to such termination shall continue to subsist.

11.00: PRICE AND TERMS OF PAYMENT

11.01: The price shall either be:

11.01.1: As stated in the order and, unless otherwise so stated, shall be: i. exclusive of any applicable value added tax, goods and services tax of similar tax ("VAT"); and, ii. inclusive of all charges for packaging, packing and delivery of the goods to company and any duties or levies other than VAT; or,

11.01.2: As set out in the most recent rate card agreed in writing between company and supplier.

11.02: No increase in the price may be made (whether on account of increased material, labour or transportation costs, fluctuation in rates of exchange or otherwise) without the prior written consent of company in writing.

11.03: Supplier shall submit invoices to company as company reasonably instructs in writing, including by electronic submission. Supplier shall be responsible for all expenses and fees related to preparing and submitting invoices to company. Supplier shall submit invoices to such address or service as is indicated on the order. If VAT is applicable to the provision of goods and/or services by supplier, such VAT will be payable by company in accordance with condition 11.04, subject to supplier submitting to company and invoice: i. which complies with any applicable VAT invoicing regulations; and, ii. in accordance with condition 11.03.

11.04: Payment shall be made by company at the end of the month following the month of invoice (or such other period as company may specify on the order) provided that: i. company receives an invoice in accordance with condition 11.03; and, ii. the goods are accepted by company and/or the performance of the services is completed by supplier to the satisfaction of company and accepted by company ("payment due date").

11.05: If at any time supplier would (other than for the effect of this condition 11.00) become entitled to statutory interest under the UK Late Payment of Commercial Debts (Interest) Act 1998 or any subsequent amendment thereto, then that right to statutory interest is ousted in the order and supplier shall instead be entitled to receive interest as provided in the remainder of this condition.

11.06: If company fails to pay any amount payable by company in the order on or before the payment due date, company shall, subject to written demand by supplier, pay interest on the overdue amount at the rate of two per cent (2%) per annum above Barclays Bank PLC's base rate, as such rate is publicly quoted on the payment due date. Interest shall accrue on a monthly basis (accruing first on the date sixty (60) days after the payment due date and every thirty (30) days thereafter) until the date of actual payment.

12.00: ASSIGNMENT AND SUB-CONTRACTING

Supplier shall not assign or sub-contract the performance of the order either wholly or partially without the prior written consent in writing of company. company shall be permitted to assign the benefit without restriction or supplier's prior consent.

13.00: COMPANY MATERIAL AND COMPANY CONTENT

13.01: Where in connection with the order, company issues to supplier any image, logo, artwork, drawing, product, material, finish, computer file, document and/or other items ("company material" and/or "company content"), the ownership of company material and/or company content shall remain with company or company's licensors and may be used by supplier solely for the purpose of providing the goods and/or services.

13.02: Supplier undertakes at supplier's own expense to keep all company material and/or company content in good repair and stored and/or secure and/or in a secure environment and, where applicable, to return company material and/or company content to company once the goods are accepted by company and/or the performance of the services is completed and accepted by company.

13.03: Supplier further undertakes not to sell, copy, sub-license, allow third party access to, any company content and/or company material unless necessary to provide the goods and/or services, to return company content and/or company material to company only, or to otherwise comply with company's written instructions.

13.04: Supplier shall keep a complete and accurate written record of all company content and/or company material and all individuals who have access to or receive company content and/or company material and shall provide to company such records upon request.

13.05: For as long as any company content and/or company material shall be in supplier's possession, such company material and/or company content shall be: i. clearly and permanently marked by supplier as the property of company or of company's licensors; ii. at the risk of supplier and supplier shall be fully responsible for all obligations and liabilities in respect of such company material and/or company content and the operation of company material and/or company content as though supplier were the sole legal and beneficial owner of the same; iii. insured for the full replacement value of such company material and/or company content at supplier's cost; and, iv. returned without charge to company at such time and to such location or otherwise disposed of as may be specified in writing by company.

13.06: company (and company's licensors, agents or contractors) shall have the right at any time (with or without vehicles) to inspect supplier's facilities and at company's sole discretion to take possession of and remove from the premises of supplier and company material and/or company content.

13.08: Supplier shall advise every individual under supplier's control or supervision of the criminal and civil liability that may arise from the theft or unauthorised copying or reproduction of company material and/or company content.

14.00: INTELLECTUAL PROPERTY RIGHTS

14.01: In this condition 14.00 the term "rights" shall mean all vested contingent and future rights of copyright, design right (registered and unregistered), trade marks (registered and unregistered), patents, utility models, database rights, supplier's property rights, rental and lending rights and all accrued rights of action and all other rights of whatever nature in and to the goods and/or arising from the services whether now known or in the future created to which the supplier is now or may at any time in the future be entitled by virtue of or pursuant to any of the laws in force in each and every part of the world.

14.02: Unless stated in the order that company will acquire from supplier a licence to use the rights, supplier assigns in the order ownership of the rights to company with full title guarantee under the laws in each and every part of the world so far as permissible in perpetuity. The goods shall be deemed to include, without limitation, artwork, drawings, drafts, designs, sketches, images, illustrations, literary works, data, electronic, digitised or computerised information or files, new media, software, object code, source code, on-line elements, patents, inventions, improvements, discoveries, processes, know-how, documents, printed materials, notes, translations, instructions, other proprietary material, photographs, plates and film, tools and materials. Company shall have the right to exploit the goods and/or enjoy the benefit of the services without any additional payment to supplier at company's sole and complete discretion. Supplier warrants in the order that supplier has the right to assign the rights and in the order gives any consents required for the use contemplated in the order and shall indemnify and hold harmless company in respect of any loss, damage, claim, demand or expense incurred by company in respect of the use of the goods and/or services.

14.03: If it is stated in the order that company will acquire from supplier a licence to use the rights, then such licence will be a worldwide, non-exclusive, perpetual and royalty free licence granted to company. Supplier warrants that supplier is entitled to grant such licence to company and has obtained all necessary licences, consents and approvals from all third party owners or licensors of the rights in order to make such grant.

15.00: MORAL RIGHTS

Supplier irrevocably and unconditionally waives all moral rights in respect of the goods and/or the services to which the supplier may now or at any time be entitled under the UK Copyright, Designs and Patents Act 1988 as amended from time to time and under all other similar legislation throughout the world.

16.00: DATA PROTECTION

16.01: For the purposes of executing the order, supplier consents to the processing of personal data relating to supplier's personnel ("data") by company, company's licensors, sub-contractors and agents and by any of company's associated companies, whether located within or outside of the European Union.

16.02: Supplier warrants that supplier has obtained the consent of supplier's personnel or can otherwise justify the disclosure of data to company, for the processing set out in condition 16.01, in accordance with the UK Data Protection Act 1998 and any other regulations or instruments relating to the UK Data Protection Act 1998 ("data protection laws").

16.03: Any personal data that is provided by company to supplier, in supplier's capacity as data controller and in connection with the execution of the order shall only be processed by supplier for such purposes and in compliance with the data protection laws.

16.04: To the extent that any personal data is processed by supplier on behalf of company, supplier shall:

16.04.1: Have in place adequate technical and organisational measures to ensure the security and confidentiality of such personal data;

16.04.2: Act only on instructions from company; and,

16.04.3: Permit company or its duly authorised representatives, on reasonable prior notice, to inspect and audit supplier's data processing activities to monitor supplier's compliance with condition 16.04.1 and 16.04.2.

16.05: Supplier shall be liable for and shall indemnify company and hold company harmless against any and all claims, actions, liabilities, losses damages and expenses (including legal expenses) incurred by company which arise directly or indirectly out of or in connection with supplier's data processing activities, including without limitation those arising out of any third party demand, claim or action, or any breach of contract, negligence, fraud, wilful misconduct, breach of statutory duty or non-compliance with any part of the data protection laws by supplier or supplier's personnel.

16.06: In this condition 16.00, the terms "personal data", "processing" and "data controller" shall have the meanings ascribed to them in the UK Data Protection Act 1998 and "personnel" shall mean employees, officers, agents, contractors, sub-contractors, consultants and any other temporary staff that provide services from time to time.

17.00: APPROVALS AND AUTHORITY

17.01: For the purposes of the order, "written approval" shall mean approval by email, letter or fax. Supplier shall not be responsible for any delay in the performance of the services resulting from the unavailability of company to provide approval, provided reasonable time is allowed by supplier.

17.02: To the extent that supplier is required to provide the goods and/or services which comprise design work (including, without limitation, copy, layouts, graphics, artwork, plans, drawings and illustrations), supplier shall, after obtaining company's general written approval of supplier's design plans for the design work, submit to company for company's specific written approval (unless otherwise agreed in the order) of:

17.02.1: Copy, layouts, graphics, artwork, plans, drawings and/or illustrations;

17.02.2: Estimates or quotations of the cost of the various items, goods and/or services; and/or,

17.02.3: Schedules for the development of any such design work.

17.03: Company's written approval of copy, layouts, graphics, artwork, plans, drawings and/or illustrations will be supplier's authority to purchase production materials and/or continue work.

17.04: Supplier will advise company immediately of any changes in the estimated cost of items or any changes in design plans, schedules or work in progress previously approved in writing by company.

18.00: OFFSETS OF AMOUNTS DUE

Company shall be entitled to offset amounts due from company to supplier, with amounts due from supplier (and/or supplier's associated companies) to company (and/or company's associated companies).

19.00: TERMINATION

19.01: Company reserves the right to terminate the order without penalty and with immediate effect by giving written notice to supplier, such notice to become effective on the date of receipt. Company shall then only be liable for payment for: i. all of the goods manufactured and and/or delivered; and/or ii. all of the services already performed.

19.02: Without prejudice to any other right company may have, company shall be at liberty to terminate the order immediately without redress if supplier:

19.02.1: Breaches any of the terms and conditions of the order; or,

19.02.2 i. Supplier becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; ii. Supplier ceases or threatens to cease to carry on the whole or a substantial part of its business; iii. Supplier compounds or makes any voluntary arrangement with its creditors; iv. A resolution is passed (otherwise than for the purpose of solvent amalgamation or reconstruction) or an order is made for the winding up of supplier; v. Supplier is the subject of a notice of intention to appoint an administrator or liquidator, is the subject of a notice of appointment of an administrator, is the subject of an administration application, becomes subject to an administration order or has an administrator appointed over it; vi. A receiver or administrative receiver is appointed over all or any of supplier's assets or undertaking; vii. An encumbrancer takes possession of any of the supplier's property; viii. Supplier suffers any similar action due to debt, including any distraint over any of supplier's assets; viii. Supplier is dissolved, or if the equivalent of any of the events described in this condition 19.02.2 occurs in relation supplier under the laws of any jurisdiction.

19.03: Upon termination of the order or upon supplier's insolvency company shall be entitled to the immediate return of company material and/or company content pursuant to condition 13.00.

20.00: MISCELLANEOUS PROVISIONS

20.01: Any notice to be given under the order shall be in writing and signed and may be served by leaving it at or sending it to either company's or supplier's address as appropriate on the order.

20.02: No forbearance or delay by either company or supplier in enforcing its respective rights will prejudice or restrict such rights, and no waiver of any such rights or of any breach of the order will be deemed to be a waiver of any other right or of any later breach.

20.03: Subject to the specific limitations set out in the order, no remedy conferred by any provision of the order is intended to be exclusive of any other remedy except as expressly provided for in the order and each and every remedy shall be cumulative and shall be in addition to every other remedy given under the order or existing at law or in equity by statute or otherwise.

20.04: If any of the provisions of the order are judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions will not be prejudiced unless the substantive purpose of the order is then frustrated, in which case either company or supplier may terminate the order immediately on written notice.

20.05: Company and supplier shall do or procure to be done all such further acts and things and execute or procure the execution of all such other documents as the other may from time to time reasonably require for the purpose of giving the other the full benefit of the provisions of the order.

20.06: Company and supplier are independent contractors and neither is agent for the other, nor has any authority to make any contract, whether expressly or by implication, in the name of the other.

20.07: Where there is a written agreement signed by the parties relating to the goods and/or services (including without limitation a supplier master agreement), such signed written agreements shall prevail over the terms of the order to the extent of a conflict only.

20.08: The order shall be governed and construed in accordance with the laws of England and company and supplier each submit to the exclusive jurisdiction of the English courts.

20.09: The headings of the order shall not affect the construction of the order.

20.10: The Company reserves the right to make and/or receive payments such as, though not limited to, commissions, introductory fees, profit share payments and/or referral fees in relation to, and/or in return for, though not limited to, the provision of market intelligence, lead generation, strategic introduction, business development and/or transacted business.

20.11: The supplier will not approach, engage with, communicate with, or in any other way seek to work directly with any customer, third party supplier, consultant and/or sub-contractor introduced to the supplier by the company without the express written permission of the company for a period of ten (10) years following the completion of the final work by the company for the customer.

All purchase transactions are subject to these Terms And Conditions Of Purchase.

These Terms And Conditions Of Purchase were last reviewed and updated 15th October 2022 and applied until 30th April 2024. This is version 1.0. For our current Terms And Conditions Of Purchase, please click here.

For further information please contact us via admin@fenway.uk.