Purchasing Terms and Conditions

Standard Purchasing Terms and Conditions

1. Application of these Terms

1.1. These terms and conditions (“Terms”) apply to all purchase orders (“Orders”) issued by PelGar International Limited
(“Buyer”) to any supplier of goods or services (“Supplier”).

1.2. No terms of the Supplier shall apply, even if attached to quotations, delivery notes or invoices, unless expressly agreed in writing by the Buyer. For the avoidance of doubt, any bespoke written agreement or service level agreement expressly executed by the Buyer shall take precedence in accordance with clause

1.3. In these Terms, ‘delivery’ means receipt of the goods by the Buyer at the delivery location stated in the Order, and ‘acceptance’ means written confirmation by the Buyer that the goods or services comply with the Order. Headings are for convenience only and shall not affect interpretation.

1.4. In the event of any conflict or inconsistency between these Terms and the provisions of any separately executed contract, framework agreement, or service level agreement between the Buyer and the Supplier, the terms of such executed agreement shall prevail, but only to the extent of such conflict or inconsistency. In all other respects, these Terms shall continue to apply in full.

2. Orders

2.1. All Orders must be in writing and shall state the goods or services required, quantities, prices, and delivery dates.

2.2. Acceptance of an Order by the Supplier constitutes a binding contract subject to these Terms.

2.3. The Supplier’s acceptance of an Order, whether by acknowledgement, commencement of performance, or delivery of goods or services, constitutes unconditional acceptance of these Terms. No signature by the parties is required to form a binding contract.

3. Price and Payment

3.1. The price stated in the Order is fixed and exclusive of VAT unless otherwise stated.

3.2. Invoices must quote the Order number and be sent to the Buyer’s accounts department.

3.3. Unless otherwise agreed in writing or specified in a separate contract or supplier agreement, payment will be made 30 days from the end of the month in which a valid invoice is received.

3.4. The Buyer may set off any sums owed by the Supplier against sums payable.

3.5. No additional charges (including packaging, insurance, or delivery) shall be payable unless expressly agreed in writing by the Buyer.

3.6. The Buyer may withhold payment of any disputed invoice or part thereof until the dispute is resolved, without liability for late payment interest.

4. Delivery

4.1. Goods shall be delivered on the date, to the address and in the quantities specified in the Order.

4.2. Deliveries must be accompanied by a delivery note quoting the Order number.

4.3. Unless agreed otherwise, delivery costs are borne by the Supplier.

4.4. Time of delivery is of the essence. If the Supplier anticipates a delay, it must notify the Buyer immediately.

4.5. If delivery is delayed or not in accordance with the Order, the Buyer may (without prejudice to its other rights) cancel the Order in whole or part, obtain substitute goods or services from a third party, and recover from the Supplier any resulting losses and additional costs.

5. Risk and Title

5.1. Title to goods shall pass to the Buyer on delivery or earlier payment, whichever is first, and the Supplier acknowledges that no retention of title or similar condition shall apply.

5.2. Risk shall remain with the Supplier until delivery to the Buyer’s specified location and acceptance in writing.

6. Inspection and Returns

6.1. The Buyer may reject goods that are defective, not in accordance with the Order, or delivered late.

6.2. Rejected goods shall be returned at the Supplier’s risk and expense. The Buyer may require replacement or refund at its option.

6.3. Claims for shortages or defects may be made within 30 days of delivery. This period shall not apply to latent defects, which may be notified within a reasonable time of discovery.

7. Warranties

7.1. The Supplier warrants that all goods:

7.1.1. Conform to their description and specification;

7.1.2. Are of satisfactory quality and fit for their intended purpose;

7.1.3. Are free from defects in design, material and workmanship for a minimum of 12 months from delivery or, if longer, the manufacturer’s warranty period;

7.1.4. Comply with all applicable laws and regulations;

7.1.5. Do not infringe the intellectual property rights of any third party.

7.2. These warranties shall survive delivery, inspection, acceptance, payment, and termination of the contract.

8. Supplier Obligations

8.1. The Supplier shall comply with all applicable laws, regulations, and industry standards.

8.2. The Supplier shall maintain adequate quality control systems and provide evidence of certifications if requested.

8.3. The Supplier shall maintain, with reputable insurers, insurance adequate to cover its liabilities under these Terms, including product liability insurance of not less than £2 million per occurrence, and shall provide evidence of such insurance to the Buyer on request.

8.4. The Supplier shall comply with all applicable anti-bribery, anti-corruption, and modern slavery legislation, and shall maintain policies and procedures to ensure such compliance.

9. Liability

9.1. The Supplier shall be liable for and indemnify the Buyer against all losses, damages, and expenses arising from:

9.1.1. Defective goods or services;

9.1.2. Late or non-delivery;

9.1.3. Infringement of third-party rights.

9.2. The Supplier’s liability shall not be limited or excluded in cases of death, personal injury, fraud, or wilful misconduct.

9.3. The Buyer shall not be liable to the Supplier for any loss of profit, loss of business, or indirect or consequential losses, whether arising in contract, tort, or otherwise.

10. Termination

10.1. The Buyer may cancel an Order at any time before delivery without liability.

10.2. The Buyer may terminate any contract formed under these Terms for convenience, in whole or in part, by giving the Supplier not less than 30 days’ written notice.

10.3. The Buyer may terminate the contract immediately if the Supplier:

10.3.1. Fails to deliver on time;

10.3.2. Delivers defective goods or services;

10.3.3. Becomes insolvent or is unable to pay its debts as they fall due, or any step or action is taken in relation to the Supplier with a view to winding up, administration, receivership, liquidation, or any analogous procedure in any jurisdiction.

10.4. On termination, the Supplier shall immediately refund any amounts paid by the Buyer for goods or services not delivered or properly performed, and shall deliver to the Buyer all works in progress or materials paid for by the Buyer.

11. Confidentiality

The Supplier shall keep confidential all information received from the Buyer and use it only for the purpose of fulfilling the Order. This obligation shall survive termination or expiry of the contract. The Supplier shall not make any public announcement or press release concerning the Buyer or the Order without prior written consent.

12. Force Majeure

Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, provided that this shall not relieve the Supplier from its obligations to maintain disaster recovery and business continuity arrangements. If such events continue for more than 30 days, the Buyer may terminate the contract without liability.

13. Intellectual Property

All intellectual property rights in any deliverables, works, or materials created by the Supplier for the Buyer under an Order shall vest in the Buyer on creation. The Supplier assigns (by way of present and future assignment) such rights to the Buyer with full title guarantee.

14. Audit

The Buyer may, on reasonable notice, audit the Supplier’s compliance with these Terms, including inspection of facilities, records, systems, and personnel. The Supplier shall provide such access and assistance at its own cost.

15. Dispute and Governing Law

15.1. In the event of a dispute between the parties, they undertake to attempt to settle the dispute by engaging in good faith with a process of mediation before commencing arbitration or litigation.

15.2. These Terms and any contract formed under them shall be governed by and construed in accordance with the laws of England and Wales and the parties agree that any dispute arising from it shall be litigated only in that country.