This document sets out the Terms and Conditions of Purchase agreed between Saint-Gobain Construction Products UK Limited trading as British Gypsum and the Supplier for the provision of Goods and Services and the Supplier acknowledges receipt of a copy of these terms and their incorporation into the Contract.
DEFINITIONS AND INTERPRETATION
1.1 ‘Company’ means Saint-Gobain Construction Products UK Limited trading
as British Gypsum or any sister company which is a wholly owned subsidiary
of the Saint-Gobain Group.
1.2 ‘Contract’ means the agreement entered into between the parties.
1.3 ‘Goods’ means all or any of the materials, items or products which the
Supplier has contracted to provide to the Company.
1.4 ‘Price’ means in relation to the Goods and/or Services, the price
agreed between the Parties and set out in the relevant Purchase Order.
1.5 ‘Purchase Order’ means the Company’s written or oral instructions to
the Supplier incorporating these Terms and Conditions and requesting that
the Supplier supply the Goods or perform the Services.
1.6 ‘Regulations’ means directives, statutes, regulations, codes of
practice or other instructions having the force of law relevant to the
handling storage use sale or supply of goods or the provision of services
in force from time to time.
1.7 ‘Services’ means the services to be performed by the Supplier for the
Company pursuant to and set out in any Purchase Order.
1.8 ‘Supplier’ means the person or company who is engaged by the Company to
provide the Goods or perform the Services and to whom the Purchase Order is
1.8 (i) In the event of conflict between the documents comprising the
Contract they will take priority in the following order:-
Purchase Order; first
Terms and Conditions of Purchase; second
(ii) the words “include” or “including” shall be interpreted without
limitation to the words following.
(iii) references to Clauses shall be deemed to be clauses of these Terms
and Conditions of Purchase.
(iv) the headings in these Terms and Conditions of Purchase are for
convenience only and shall not affect their interpretation.
(v) the singular shall include the plural and vice versa.
(vi) references to any statute, statutory provision or regulation shall be
construed as a reference to that statute provision or regulation as from
time to time amended, consolidated, modified, extended, re-enacted or
APPLICATION OF CONDITIONS
2.1 These conditions shall govern the Contract between the Company and the
2.2 The terms and conditions of the Contract may only be altered by the
written agreement of the Parties and any agreed amendments will be recorded
on a separate amendment sheet.
2.3 Each Order for Goods and/or Services by the Company from the Supplier
shall be deemed to be an offer by the Company to purchase Goods and/or
Services subject to these Terms and Conditions and no Purchase Order shall
be accepted until the Supplier gives notice of acceptance of the offer in
writing. If the Supplier shall not previously have accepted these Terms and
Conditions, then acceptance of the Purchase Order by him shall also
constitute such acceptance.
2.4 Notwithstanding anything to the contrary in the Supplier’s standard
conditions or in any tender, quotation, advice note, invoice,
acknowledgement letter or any other document issued or sent by the
Supplier, these Terms and Conditions shall apply to the entire exclusion of
all other terms or conditions and the Supplier waives any right which it
otherwise might have to rely on such terms and conditions.
2.5 These conditions shall be subject to such further special conditions as
may be prescribed in writing by the Company but only when such variations
have been signed by a Director of the Company, the Company’s Purchasing
Manager or a Manager specifically authorised by the Company.
2.6 The Company shall be entitled to make reasonable visits to any or all
of the Supplier’s premises for the purpose of inspecting work in progress
and shall give not less than 48 hours notice in writing of such visits.
2.7 The Supplier shall not assign or subcontract all or any portion of its
rights or obligations under this Contract without the prior written
approval of the Company.
3.1 Unless otherwise agreed in writing the Prices shown in the Purchase
Order are firm and fixed for the duration of the Contract.
Neither variation in the Price nor extra charges will be accepted by
Where no price is shown the Order is conditional upon the Price being
acceptable to the Company.
3.2 Prices are exclusive of Value Added Tax but inclusive of all other
taxes, duties and all other charges.
3.3 Unless otherwise agreed in writing the Price shall include payment for
all tools, patterns, dies, moulds, jigs, fixtures, drawings, data, artwork
or other material created under this Contract.
3.4 The Price is inclusive of all fees, royalties and charges in respect of
all artwork, data, designs, drawings, specifications, tooling, goods or
other materials created by the Supplier.
3.5 The Company will be allowed all discounts normally offered by the
Supplier for bulk purchases, prompt payment and other reductions.
3.6 The Price will include all necessary packaging, shipping and delivery
TERMS OF PAYMENT
4.1 Payment of the Price (or any part thereof) shall not constitute any
admission by the Company as to the performance by the Supplier of its
obligations under the Contract.
4.2 All invoices must state the Company’s Contract/ Purchase Order number
and the Supplier’s advice number. Documents not bearing the above
information will become disputed invoices until such time as the relevant
information is provided. Furthermore the Supplier shall provide all other
documentation in relation to the Goods and/or Services which the Company
may from time to time reasonably require.
4.3 The Company reserves the right to withhold payment in respect of
disputed invoices and the Company shall notify the Supplier of any disputed
invoices within 14 working days of receipt. When an invoice that has been
in dispute is subsequently cleared for payment, then the settlement terms
that are applicable will be applied from the date of clearance. The
Supplier, without prejudice to its other rights and remedies, shall be
entitled to charge interest on late payment of non-disputed invoices at the
rate of 2 per cent per annum above Barclays bank base rate for the time
being in force from the due date of payment until the actual date of
4.4 The Company reserves the right to deduct any monies due or to become
due from the Supplier to the Company from any monies due or to become due
from the Company to the Supplier and for the purposes of The Insolvency Act
1986 and Rules, a mutual arrangement is hereby established in order to
effect the provisions of this Clause 4.4.
4.5 Unless otherwise agreed between the parties in writing payment of
undisputed accounts will be made via BACS on the fifth day of the month,
two months following the end of the month in which the invoice is received
by the Company but time for payment shall not be of the essence of the
Contract. Where payments are due in June and December in each year then the
Company shall defer these payments until the following month being July and
January respectively (“Deferred Payment”). Where the payment has been
deferred the Company shall make the Deferred Payment by the fourteenth day
of the following month being 14th July and 14th
RIGHT OF OWNERSHIP/PASSING OF TITLE
5.1 The property and risk in the Goods shall pass to the Company on
delivery at the place specified on the Purchase Order without prejudice to
any rights of rejection. Where advance payments have been made, either in
part or in full, title to the Goods shall pass to the Company at the time
when any instalment or payment is made.
5.2 The Supplier shall not be entitled to exercise a right of retention on
any Goods in the Company’s possession and which are the property of the
Company nor exercise a lien over the Company’s property which is in the
6.1 The Supplier will deliver the Goods to the point of delivery and/or
perform the Services at the location specified on the Purchase Order, at
the Supplier’s risk and on the date for delivery or performance as also set
out on the Purchase Order. Delivery or performance will only be accepted by
the Company during normal working hours, and if no date is specified on the
Purchase Order then delivery or performance shall take place within 28 days
of the date of the Purchase Order. The Company reserves the right to refuse
payment for Goods or Services that are delivered or performed after the
date on which they should have been performed (unless previously approved
by the Company in writing).
6.2 The Supplier shall supply the Company in good time with any
instructions or other information required to enable the Company to accept
delivery of the Goods or performance of the Services.
6.3 In the event that the delivery note is marked “not examined” the
Company will inspect the Goods within a reasonable period after delivery or
performance and if in the reasonable opinion of the Company the Goods do
not comply with the Purchase Order/Contract and specification therein the
Company will notify the Supplier in writing. If the Supplier disagrees with
the contents of the notification it shall within 72 hours of receipt of a
written request by the Company arrange a joint inspection at the place of
delivery. Failing this, the Supplier shall be deemed to have accepted that
the Goods delivered are as stated by the Company and shall take such action
as the Company considers necessary in order to resolve the issue to the
satisfaction of the Company.
6.4 Time for delivery of the Goods and/or performance of the Services shall
be of the essence of the Contract.
6.5 The Supplier shall not make material commitments or production
arrangements in advance of reasonable flow-time needed to meet the
Company’s delivery schedule. No claims shall be made for such advance
effort in case of change, suspension or termination.
6.6 Weights and measures of Goods supplied are subject to verification by
the Company at the place of delivery and the quantities so determined shall
be taken as final. In the event of a discrepancy the Supplier shall be
given reasonable facilities to check the quantities delivered.
6.7 If delivery of the Goods or performance of the Services is delayed by
some cause totally outside the control of the Supplier then the Supplier
shall give written notice to the Company of such cause within 7 days of its
occurrence. The Company may then (but without prejudice to its other
rights) allow such extra time for delivery or performance as is reasonable
in the circumstances.
6.8 Unless the Company has exercised its rights under Clause 6.10 or
otherwise agreed in writing the Supplier shall as soon as reasonably
practicable and at its expense make good any shortages in the Goods and
where appropriate, collect any of the Goods which do not comply with the
Purchase Order, which have been damaged in transit or which have visual
defects and replace the same within 48 hours of the Supplier’s acceptance
or deemed acceptance in accordance with Clause 6.3 above.
6.9 All Goods delivered to the Company or a third party must comply as to
quantity, quality, description and sample as specified in the Contract,
Purchase Order or Specification and any failure to comply with this
sub-clause no matter how slight the non-conformity will entitle the
Company, at its option, to reject the whole delivery of Goods and claim
damages suffered as a result.
6.10 Where the Company agrees to accept delivery of the Goods and/or
performance of the Services by instalments the Contract will be construed
as a single contract in respect of each instalment. Nevertheless failure by
the Supplier to deliver and/or perform any one instalment shall entitle the
Company at its option to treat the whole Contract as repudiated.
6.11 If the Goods delivered to the Company are in excess of the quantities
ordered by the Company, the Company shall not be bound to pay for the
excess and any excess will be and will remain at the Supplier’s risk and
will be returnable at the Supplier’s expense.
7. PACKAGING AND CARRIAGE
7.1 All Goods must be properly packaged to survive transit, and to resist
pilferage, distortion, corrosion or contamination.
7.2 All Goods shall be clearly and legibly labelled and addressed.
7.4 All shipments must be accompanied by a packing advice note stating the
Purchase Order/Contract number and listing in full the contents.
7.5 The Company seeks to reduce its environmental impact to the minimum.
Therefore all packaging on Goods supplied MUST comply with The Packaging
(Essential Requirements) Regulations 1998.
7.6 The Supplier must ensure that:-
(i) Packaging is limited to the minimum amount of material required to
maintain the necessary level of safety and hygiene and be designed,
produced and commercialised in such a way as to permit its recovery through
material recycling, incineration and energy recovery, composting or
(ii) Noxious or hazardous substances in packaging is minimised in
emissions, ash or leachate from waste management operations. In addition
the total concentration of specified heavy metals (lead, mercury, cadmium
and hexavalent chromium) must not exceed 250 parts per million.
7.7 The Supplier must ensure that all packaging complies with the relevant
legislation or regulations.
7.8 To ensure the Company’s compliance with the Producer Responsibility
(Packaging Waste) Regulation 1997, the Company requires packing weight data
(by waste type) from the Supplier for all packaging supplied, that may be
passed onto its customer. The provision of this information is required for
all Goods supplied to the Company.
DAMAGE IN TRANSIT
All Goods to be delivered against this or any other Contract are at the
sole risk of the Supplier until officially received by the Company at the
delivery point stated overleaf.
RETURNS, CANCELLATION AND TERMINATION
9.1 The Company reserves the right to return to the Supplier at the
Supplier’s expense any Goods delivered in advance of the contracted
delivery date, such Goods shall remain at the Supplier’s risk at all times.
9.2 The Company may without affecting its accrued rights terminate all or
any part of this Contract by giving notice to the Supplier, if :-
a) the Supplier refuses or fails to deliver the Goods or perform the
Services within the time specified; or
b) the Supplier commits a breach of any of the terms and conditions of the
c) any distress, execution or other process is levied upon any of the
assets of the Supplier;
d) the Supplier has a bankruptcy order made against him or makes an
arrangement or composition with his creditors, or otherwise takes the
benefit of any Act for the time being in force for the relief of insolvent
debtors, or (being a body corporate) convenes a meeting of creditors
(whether formal or informal), or enters into liquidation (whether voluntary
or compulsory) except a solvent voluntary liquidation for the purpose only
of reconstruction or amalgamation, or has a receiver and/or manager,
administrator or administrative receiver appointed of its undertaking or
any part thereof, or a resolution is passed or a petition presented to any
court for the winding up of the Supplier or for the granting of an
administration order in respect of the Supplier, or any proceedings are
commenced relating to the insolvency or possible insolvency of the
e) the Supplier suffers or allows any execution, whether legal or
equitable, to be levied on his/its property or obtained against him/it, or
fails to observe/perform any of his/its obligations under the Contract or
any other contract between the Company and the Supplier, or is unable to
pay its debts within the meaning of section 123 of the Insolvency Act 1986
or the Supplier ceases to trade;
f) the Supplier ceases or threatens to cease to carry on its business; or
g) the financial position of the Supplier deteriorates to such an extent
that in the opinion of the Company the capability of the Supplier
adequately to fulfil its obligations under the Contract has been placed in
9.3 In the event of a termination for default, the Company’s liability
shall be limited to the payments for Goods delivered or the Services
performed, and accepted, by the Company under the Contract.
9.4 The Company may terminate the Contract at any time for its convenience,
in the whole or in part, in which event, the Company’s sole obligations and
liability to the Supplier shall be to reimburse the Supplier for those
Goods actually delivered and accepted by the Company and those Services
performed and accepted up to the date of termination.
9.5 The Company may order suspension of a Purchase Order, or part thereof,
by notice in writing. In such event the Supplier will minimise the cost of
such suspension and the Company will upon request make an equitable
adjustment to the Contract to reflect the period of the suspension.
9.6 In no event shall the Company be responsible for loss of the Supplier’s
anticipated profit or other consequential or purely economic loss nor shall
the Company’s liability exceed the Contract value.
9.7 The Company may at any time make changes in shipping and packing
instructions, quantities, drawing, designs, specifications, place and/or
time of delivery or performance, for which an appropriate adjustment to the
Contract shall be made and agreed between the parties in writing.
9.8 Where the Company has issued a “Blanket Order” for the sake of
administrative convenience, such a “Blanket Order” will be deemed to be an
estimate of orders only and the Company may cancel any part of these
instructions without any obligation or liability to the Supplier
SPECIFICATIONS, DRAWINGS AND COPYRIGHT
10.1 The copyright and other intellectual property rights in all artwork,
data, designs, drawings, specifications, tooling, goods and other materials
created by the Supplier, his agent, employees or subcontractor in
furtherance of the Contract shall vest in the Company absolutely.
10.2 The Supplier assigns (free of all third party rights) all copyright,
design rights or other intellectual property or proprietary rights created
or developed as a result of or in any connection with this Contract to the
10.3 Any tools, patterns, dies, moulds, jigs, fixtures, drawings, or any
other forms of intellectual property rights in all drawings,
specifications, data and artwork furnished to the Supplier by the Company,
or fully or partially paid for by the Company shall be the property of the
Company and subject to removal by the Company upon completion of this
Contract, and shall be used only in fulfilling the Contract and held by the
Supplier in safe custody at its own risk and maintained and kept in good
condition by the Supplier until returned to the Company and shall not be
disposed of other than in accordance with the Company's written
10.4 The Supplier agrees not to make any use of goods, tooling, data,
designs, or any other forms of intellectual property rights in all
drawings, specifications, artwork and other information furnished by the
Company or created hereunder, except for the performance of the Contract
and in accordance with the Company’s instructions.
10.5 The Supplier agrees not to disclose such data, designs, drawings,
specifications, artwork or other information to any third party other than
as necessary for the purposes of enabling it to perform its obligations
under the Contract.
10.6 Upon completion or termination of the Contract, the Supplier shall
return to the Company on demand all such tooling, data, designs, drawings,
specifications and other material or information, including artwork and any
copies thereof made by the Supplier.
10.7 This Contract is confidential between the Company and the Supplier,
and it is agreed by the Supplier that none of the details connected
herewith or the relationship between the parties shall be published or
disclosed to any third party without the Company’s written permission.
10.8 The Supplier will ensure that all Goods supplied to the Company are
free from asbestos and/or asbestos contamination.
10.9 Prior to making any change in the properties, composition,
construction, colour, processing or labelling of the Goods originally
approved under the Specification (including any changes to the raw
materials you use, or changes in the suppliers of those raw materials) and
whether or not such changes affect the ability of the Goods to meet the
Specification, the Supplier shall notify the Company’s central purchasing
team at least 6 months prior to any such change to obtain approval for the
11. QUALITY OF SERVICES
11.1 The Supplier warrants that the Services will be performed with all due
skill and care and by appropriately qualified and trained personnel.
11.2 If the Company considers that the Supplier has provided sub-standard,
defective or negligent Services it will notify the Supplier and the
Supplier shall at the option of the Company either take such steps as
necessary to remedy the Services and bring them to the requisite standards
and/or refund to the Company all sums paid by the Company in respect of the
defective, sub-standard or negligently performed Services.
12.1 It shall be a condition of the Contract that the Goods shall be of the
best available design, of the best quality, material and workmanship, be
without fault and conform in all respects with the Purchase Order, with the
Contract description and with any statements or undertakings made by the
Supplier, or his employees, or agents, prior to the making of the Contract.
12.2 The Supplier recognises that the Company has placed the Contract
relying upon the skill and expertise of the Supplier and any statements and
representations made by him.
12.3 If any or all of the Goods supplied shall be defective upon delivery
or shall prove to be defective with 12 months use, the Company may call
upon the Supplier, without prejudice to the Company’s other rights, to
rectify, replace or reimburse at the Company’s option the defective Goods.
12.4 All rectification and replacement will be carried out at the
Supplier’s own expense.
12.5 All obligations in this guarantee shall further apply to any such
rectified or replacement Goods.
12.6 This guarantee shall also apply to the benefit of the Company’s
customers or other users of the Goods.
13. DATA PROTECTION
13.1 The Supplier shall comply with the provisions and
obligations imposed on it by the Data Protection Laws at all times when
processing Personal Data in connection with the Agreement.
13.2 The Supplier shall maintain records of all processing
operations under its responsibility that contain at least the minimum
information required by the Data Protection Laws, and shall make such
information available to any DP Regulator on request.
13.3 To the extent the Supplier receives from, or
processes any Personal Data on behalf of the Company, the Supplier shall:
(i) process such Personal Data (a) only in accordance with the Company’s
written instructions from time to time (including those set out in the
Agreement), unless it is otherwise required by applicable law (in which
case, unless such law prohibits such notification on important grounds of
public interest, the Supplier shall notify the Company of the relevant
legal requirement before processing the Personal Data), and (b) only for
the duration of the Agreement;
(ii) not process such Personal Data for any purpose other than those set
out in the Agreement or otherwise expressly authorised by the Company;
(iii) take reasonable steps to ensure the reliability of all its personnel
who have access to such Personal Data, and ensure that any such personnel
are committed to binding obligations of confidentiality when processing
such Personal Data;
(iv) implement and maintain technical and organisational measures and
procedures to ensure an appropriate level of security for such Personal
Data, including protecting such Personal Data against the risks of
accidental, unlawful or unauthorised destruction, loss, alteration,
disclosure, dissemination or access;
(v) not transfer such Personal Data outside the European Economic Area
without the prior written consent of the Company;
(vi) inform the Company within 24 hours if any such Personal Data is (while
within the Supplier's or its subcontractors' or affiliates' possession or
control) subject to a personal data breach (as defined in Article 4 of
GDPR) or is lost or destroyed or becomes damaged, corrupted or unusable;
(vii) only appoint a third party (including any subcontractors and
affiliates) to process such Personal Data with the prior written consent of
(viii) not disclose any Personal Data to any Data Subject or to a third
party other than at the written request of the Company or as expressly
provided for in the Agreement;
(ix) as the Company so directs, return or irretrievably delete all Personal
Data on termination or expiry of the Agreement, and not make any further
use of such Personal Data (except to the extent applicable law requires
continued storage of the Personal Data by the Supplier and the Supplier has
notified the Company accordingly);
(x) provide to the Company and any DP Regulator all information and
assistance necessary or desirable to demonstrate or ensure compliance with
the obligations in this Clause 13 and/or the Data Protection Laws;
(xi) permit the Company or its representatives to access any relevant
premises, personnel or records of the Supplier on reasonable notice to
audit and otherwise verify compliance with this Clause 13;
(xii) take such steps as are reasonably required to assist the Company in
ensuring compliance with its obligations under Articles 30 to 36
(inclusive) of GDPR;
(xiii) notify the Company within two (2) Business Days if it receives a
request from a Data Subject to exercise its rights under the Data
Protection Laws in relation to that person's Personal Data; and
(xiv) provide the Company with its full co-operation and assistance in
relation to any request made by a Data Subject to exercise its rights under
the Data Protection Laws in relation to that person's Personal Data.
13.1.1 If either party receives any complaint, notice or communication
which relates directly or indirectly to the processing of Personal Data by
the other party or to either party's compliance with the Data Protection
Laws, it shall as soon as reasonably practicable notify the other party and
it shall provide the other party with reasonable co-operation and
assistance in relation to any such complaint, notice or communication.
13.6 The Supplier agrees to indemnify and keep indemnified
and defend at its own expense the Company against all costs, claims,
damages or expenses incurred by the Company or for which the Company may
become liable due to any failure by the Supplier or its employees or agents
to comply with any of its obligations under this Clause 13.
14 LIMIT OF LIABILITY
14. The Supplier shall indemnify and keep the Company indemnified in
full and on demand against all direct, indirect or consequential
liabilities (all three of which terms include, without limitation, loss
of profit, loss of business, depletion of goodwill and like loss),
damages, injury, costs and expenses (including legal and other
professional fees and expenses) awarded against or incurred or paid by
the Company as a result of or in connection with:
14.1.1 defective workmanship, quality or materials;
14.1.2 Goods and/or Services supplied which do not comply with the
14.1.3 Goods and/or Services supplied which do not comply with the
14.1.4 any dispute or claim whether in contract or tort or the assertion of
a statutory right or other claims or proceedings made or brought against
the Company in respect of or in connection with Goods and/or Services
supplied or the use of or any other dealing with the Goods and/or Services
by the Company or by a third party including but not limited to product
liability claims, claims under the Consumer Protection Act 1987 and claims
by a third party alleging infringement of its intellectual property rights;
14.1.5 any act or omission of the Supplier or its employees or agents or
subcontractors in carrying, supplying, delivering, loading, off loading or
installing the Goods;
14.1.6 any act or omission of the Supplier or its employees or agents or
subcontractors in connection with the performance of the Goods or Services;
14.1.7 any act or omission of any third party to whom the Supplier has
assigned transferred or subcontracted any of its obligations under the
14.1.8 an infringement or alleged infringement of any intellectual property
rights caused by the use, manufacture or supply of the Goods;
14.1.9 any claim made against the Company in respect of any liability,
loss, damage, injury, cost or expense sustained by the Company’s employees
or agents or by any customer or third party to the extent that such
liability, loss, damage, injury, cost or expense was caused by, relates to
or arises from the Goods and/or Services performed by the Supplier as a
direct consequence of a direct or indirect breach or negligent performance
or failure or delay in performance of the terms of the Contract by the
14.2 The Supplier shall keep the Company fully and effectively indemnified
against any royalties payable by the Supplier.
14.3 The Supplier shall keep the Company fully and effectively indemnified
against any claims concerning product liability under the Consumer
Protection Act 1987.
14.4 The Supplier shall supply the Company at the Supplier’s expense with
all reasonable assistance required by the Company to deal with any claim.
14.5 Claims under Clause 14.1 shall include claims for personal injury and
death save that Clause 14.1 shall not apply to claims relating to personal
injury or death caused by the negligence of the Company its employees or
14.6 This indemnity shall not apply if and to the extent that a claim
(i) the Company’s fraudulent misrepresentation for which the Company shall
be responsible: or
(ii) defects in design or any specification if the Company has supplied or
furnished the design or specification and the Supplier has disclaimed any
HEALTH AND SAFETY AT WORK
15.1 The Supplier shall provide the Company with all necessary instructions
and manuals and take all other precautions necessary to ensure the safe
usage of the Goods, together with compliance with any relevant safety
16. QUALITY CONTROL AND INSPECTION
16.1 The Supplier shall allow the Company access to the Supplier’s
manufacturing site to carry out any quality audit or work in progress
16.2 At any time prior to delivery of the Goods to the Company, the Company
shall have the right, at all times, to inspect and test the Goods and the
Supplier shall provide the Company with all facilities reasonably required
for such inspection and testing.
16.3 If the results of such inspection or testing cause the Company to be
of the opinion that the Goods do not conform or are unlikely to conform
with the Order or to any specifications and/or patterns supplied or advised
by the Company to the Supplier, the Company shall inform the Supplier
within 14 days of the inspection and/or testing and the Supplier shall
immediately take such action as is necessary to ensure conformity and in
addition the Company shall have the right to require and witness further
testing and inspection.
16.4 Notwithstanding any such inspection or testing, the Supplier shall
remain fully responsible for the Goods and any such inspection or testing
shall not diminish or otherwise affect the Supplier’s obligations under the
17. PUBLIC AND PRODUCT LIABILITY AND INSURANCE
17.1 The Supplier shall have in place a suitable policy of insurance to
cover its liabilities to the Company and other parties under the Contract
and the Company shall have the right to request evidence of such insurance.
Such insurance shall be as follows:
(i) Public liability insurance to provide a limit of liability in respect
of any one accident or occurrence of (£1million (for small companies of 1
to 5 employees) £5million (for medium sized companies of 6 to 100
employees) £10million (for large companies of 101 employees or more).
(ii) Employers’ liability insurance of £5million or such a sum, the minimum
being £5million, as shall have been agreed in writing in respect of any one
accident or occurrence. In the case of self-employed contractors, insurance
in respect of death or personal injury claims of £1million.
(iii) Product liability insurance (where relevant) of £5million in respect
of any one incident or occurrence.
18. ASSIGNMENT AND SUBCONTRACTING
18.1 The Supplier shall act at all times as principle and shall not,
without the prior consent in writing of a duly authorised officer of the
Company, assign, transfer or sub-contract any obligations or benefit of
these conditions or the terms of the Contract. In the event that such
consent is given to sub-contract, the Supplier agrees that it remains bound
by these terms as principal.
19. PRODUCT RECALL
19.1 The Supplier shall notify the Company immediately on becoming aware of
any reason which may lead to the Supplier or the Company carrying out a
product recall, including without limitation, any claim concerning the
safety of Goods or their non-compliance with any specification or
19.2 If, in the opinion of the Company, it is necessary to withdraw all or
some of the Goods from its premises or from sale or to recall all or some
of the Goods from its customers or any third party which may have ownership
or possession of the same, then:-
(i) the Company shall give immediate written notice to the Supplier of its
decision and its reasons;
(ii) the Supplier shall have 24 hours to respond in writing to such notice
either by agreeing to such recall, (in which event clause 19.2 (iv) shall
prevail) or giving reasons why it does not agree to such recall;
(iii) if any dispute over the proposed recall cannot be agreed within a
further 12 hours, but the Company has been notified by a regulatory
authority or has other justifiable reason to believe that the Goods are
unsafe or may cause damage to third parties or their property, the Company
may commence a product recall in its own name;
(iv) in the event that the Supplier agrees with the Company that a product
recall should take place, it will conduct the product recall in its own
name (or if it is a Company ‘own brand’ in joint names or the Company’s
sole name at the Company’s sole option) with the assistance of the Company
at the Supplier’s own cost and will indemnify the Company for all
reasonable costs and expenses incurred in relation thereto;
(v) The Parties will use their best endeavours to agree a product recall
procedure in advance. In the absence of such agreement, a product recall
will be conducted in accordance with the Company’s standard product recall
procedure if it is a Company ‘own brand’ product. The Supplier’s procedure
shall be used for Supplier branded products if it is, in the Company’s
opinion, a satisfactory procedure to ensure the safety of its customers is
paramount. The Supplier shall have in place a suitable policy of insurance
for adequate amounts in respect of any product recall, which should as a
minimum have coverage of £5million.
(vi) The Supplier shall indemnify and keep the Company indemnified in full
and on demand for all direct, indirect or consequential liability damages
claims, losses including without limitation loss of anticipated profit
costs and expenses including professional and legal costs on an indemnity
basis suffered incurred or paid as a result of or in connection with any
product recall of any Goods including without limitation the costs of
undertaking the recall, costs associated with the testing of the Goods,
selling or supplying replacement goods, all associated distribution and
storage of recalled goods costs, advertising and mailing costs, loss of
reputation and brand name damage. The Company shall use its reasonable
endeavours to mitigate any loss which the Supplier may suffer as a result
20. IDENTIFICATION OF GOODS AND BRANDING
20.1 All Goods will bear the Supplier’s name or identification mark, even
if the Goods are not manufactured by the Supplier. In addition, each of the
Goods will bear a unique batch number which will correlate with the batch
numbers on the invoice, delivery and advice notes. The Supplier will record
this batch number. In the event that the Goods cannot be physically marked
as described, the Goods shall either be labelled or packaged with the
relevant information contained thereon.
20.2 If the Company requests the Supplier to consider branding the
Supplier’s Goods using the Company’s name, logo or get-up as specified by
the Company, the Parties shall use all reasonable endeavours to agree the
procedures for such own branding. Notwithstanding such branding, the
Supplier will ensure that the Goods state a unique batch number in such
style, typeface and position as shall be agreed with the Company.
20.3 If requested to do so by the Company, the Supplier shall supply Goods
at no extra cost to the Company with bar codes in accordance with the
21. CUSTOMER COMPLAINTS
21.1 In the event that the Company is given notice of any claim, whether
actual or threatened, concerning some or all of the Goods or product of the
Services, it will inform the Supplier as soon as practicable of the nature
of such claim. The Supplier will, within 14 days of a request by the
Company, inspect the said Goods or Services, whether at the Company’s or
third party’s premises and prepare and submit to the Company a written
report of its findings within the following 14 days. In addition, and if
the Company or its customer so requests, it will reimburse the Company the
cost of instructing an industry independent expert to inspect the said
Goods or Services to give an opinion in relation to their conformity with
the Contract. Neither Party shall be bound by any report or opinion
provided under this clause.
22. FORCE MAJEURE
22.1 In the Contract “force majeure” shall mean any cause preventing either
party from performing any or all of its reasonable obligations which arises
from or is attributable to acts, events, omissions or accidents beyond the
reasonable control of the party so prevented including without limitation
strikes, lock-outs, or other industrial disputes (whether involving the
workforce of the party so prevented or of any other party), act of God,
war, terrorism, riot, civil commotion, malicious damage, compliance with
any law or governmental order, rule, regulation or direction, accident,
breakdown of plant or machinery, fire, flood or storm.
22.2 If either party is prevented or delayed in its performance of any of
its obligations under the Contract or any Purchase Order by force majeure,
that party shall forthwith serve notice in writing on the other party
specifying the nature and extent of the circumstances giving rise to force
majeure, and shall subject to service of such notice and to Clauses 22.3
and 22.4 below shall have no liability in respect of the performance of
such of its obligations as are prevented by the force majeure events during
the continuation of such events, and for such time after they cease as is
necessary for that party, using reasonable endeavours, to recommence its
affected operations in order for it to perform its obligations.
22.3 If either party is prevented from performance of its obligations for a
continuous period, which exceeds agreed delivery lead times by a period of
one month, either party may terminate any Purchase Order or the Contract
forthwith on service of a written notice upon the party so prevented. If
the Company serves such notice as a result of a force majeure event claimed
by the Supplier, the Company shall be entitled to exercise its right of
set-off under Clause 4.4 against monies owed to the Supplier in respect of
additional costs it may reasonably have incurred since the Supplier’s
notice under Clause 22.2, such costs having been incurred by the Company to
ensure the Company honoured its obligations to its customers. These costs,
without limitation, include the additional costs and charges of sourcing
the Goods from a third party. To the extent set-off does not fully
reimburse the Company in respect of such extra costs the Supplier shall
indemnify and keep indemnified the Company in respect of the same.
22.4 The party claiming to be prevented or delayed in the performance of
any of its obligations under the Contract or any Purchase Order by reason
of force majeure shall take all steps as are necessary to bring the force
majeure event to a close or to find a solution by which the Contract or any
Purchase Order may be performed despite the continuance of the force
23. CORPORATE RESPONSIBILITY
23.1 Business practice – legal compliance
The Supplier will carry on its activities in compliance with the principle
of transparency and in strict accordance with applicable domestic and
international legal standards.
- the Supplier prohibits any actions liable to falsify or distort free
competition or market access or infringe the applicable legal rules in this
- the Supplier rejects any form of active or passive corruption in domestic
or international transactions covered by the OECD Convention dated 17
- the Supplier refrains from any practice leaning towards interesting,
either directly or indirectly, the colleagues of the Company or the
Company’s customers with whom it is on business terms, in developing its
commercial relations, personally or in whatever shape or form (gifts in
cash or in kind, in the form of goods or services, discounts, rebates,
financial contributions participation for free or in return for payment);
- the Supplier refrains from participating in any form of financing
political parties or activities even if authorized under local legislation.
23.2 ENVIRONMENTAL PROTECTION
The Supplier agrees to adopt a cautious approach to issues concerning the
environment and responsible environmental practices.
The Supplier will implement policies on managing and improving its
industrial processes designed to limit environmental impact.
In particular, the Supplier strive in its respective domains to:
- optimise energy consumption with a view to reducing greenhouse gas
- optimise its consumption of natural resources;
- reduce the quantities of waste released and develop reclamation and
recycling solutions; andreduce discharges into natural surroundings and other sources of
The Supplier encourages the development and distribution of
environmentally-friendly technologies and work towards achieving the
targets listed above.
23.4 OCCUPATIONAL HEALTH AND SAFETY
The Supplier endeavours to take the necessary steps to ensure occupational
health and safety.
In particular, the Supplier agrees to implement for its own activities a
policy aimed at identifying and preventing risks affecting the health and
- of its full-time and temporary members of staff;
- of its customers’ employees and the users of its products;
- of its own suppliers and subcontractors’ employees (temporary and
- of the surrounding communities.
The Supplier agrees to ensure that its employees fully comply with all
applicable safety instructions when working on Saint-Gobain group sites.
23.5 EMPLOYEE RIGHTS
The Supplier (in respect of its own employees) will comply with the legal
rules and regulations applicable in the countries where it operates as well
as the principles as set down by the International Labour Organization
concerning workers’ rights, especially in the area of social security,
working hours and conditions, compensation and exercising freedom of
The Supplier undertakes not to resort in any way, directly or through its
subcontractors or suppliers,
to forced labour, and
to child labour,
as defined by ILO Conventions.
The Supplier agrees not to practice any form of job discrimination.
24. COMPLIANCE WITH APPLICABLE HUMAN HEALTH AND ENVIRONMENTAL LAWS AND
As manufacturer, importer or distributor of the chemical substances sold to
the Company, whether these substances are supplied to be used unaltered,
contained in mixtures or articles, the Supplier undertakes to comply with
all applicable laws and regulations in force and more particularly with
both European Regulations n° 1907/2006 and 1272/2008 respectively regarding
the registration, evaluation, authorisation and restriction of chemical
substances (REACH Regulation) on the one hand and the classification,
labelling and packaging of substances and mixtures (CLP Regulation) on the
As part of this commitment, the Supplier undertakes to permanently comply
with any regulatory change and, consequently, to adapt its own obligations
towards the Company for the whole duration of the present agreement.
In this respect, the Supplier shall in particular ensure that the
substances provided to the Company are duly registered for the uses that
have been indicated to him by the Company. The Supplier undertakes to
provide the Company with the registration numbers of the substances.
Moreover, should these substances be subject to an application for
inclusion in the European Chemical Agency’s (ECHA) candidate list of
substances of very high concern, the Supplier shall inform the Company as
soon as he is aware of such application. This obligation shall also apply
in the case of sale to the Company of mixtures or articles containing such
In addition, in the event that the substances supplied to the Company are
subject to authorisation or restriction, the Supplier undertakes to inform
in writing the Company of any restrictions and prohibitions of use that
affect these substances and of any possibility to substitute such
The Supplier undertakes to inform the Company with a minimum of six (6)
months’ written notice if, in the course of the present agreement, it
intends either to modify the ingredients and/or technical characteristics
of the substances, mixtures or articles supplied or to stop selling them.
The substances and/or mixtures shall be accompanied by any information that
is necessary in order to enable the Company to use them totally safely.
Such information shall be mentioned in the safety data sheets (SDSs)
written in the language of the country of delivery when a SDS is required
by the European and/or national regulations in force or, if such SDS is not
mandatory, consist of all information referred to in Article 32 of the
The Supplier guarantees the Company against any financial consequences
arising from the Supplier’s non-compliance with its obligations resulting
both from the REACH and CLP Regulations and the present clause. Any
limitation of liability provided elsewhere in this agreement does not apply
to liability incurred by the Supplier in this respect.
25. COMPETITION LAW COMPLIANCE
25.1 The Parties intend that the Agreement and their actions in relation to
it shall comply at all times with all applicable competition laws, and in
particular with EC and UK competition laws, and the Parties are satisfied
that the Agreement does so comply as at the start date of this Agreement.
25.2 The Parties agree during the term of the Agreement to take all
appropriate steps to ensure that there are no discussions, exchanges or
disclosures of information or documents, or other acts or omissions by or
between them in relation to the Agreement which might contravene applicable
25.3 In the event that either Party believes, for any reason, that the
Agreement no longer complies with all applicable competition laws, it must
notify the other Party immediately. Both Parties must then as soon as
reasonably practicable enter into negotiations in good faith and they must
use all reasonable endeavours to amend or vary the Agreement so that it
complies with all applicable competition laws while giving effect so far as
possible to the Parties' original intentions in relation to the Agreement.
25.4 Notwithstanding clause 25.3 where in the future the Company should
consider that the agreement does not comply with the applicable competition
rules, then it will allow the Supplier to supply a sufficient quantity of
its output to the Company's competitors to remove any anti-competitive
effects of the arrangement.
26. BRIBERY ACT COMPLIANCE
The Supplier shall
ensure that in any dealings with the Company, neither it or its
employees or agents shall commit any offence under the Bribery Act 2010
(“the Act”) including not engaging in any activity, practice or conduct
which would constitute an offence under sections 1, 2 or 6 of the
Act. The Supplier shall inform the Company immediately it becomes aware of
any actions between the parties that could constitute an offence under the
27. RESPONSIBLE DEVELOPMENT
The Supplier is aware that the Saint-Gobain Group adheres to the United
Nations Global Compact and has notably adopted a policy of responsible
purchasing, an integral part of the Group’s Sustainable Development policy.
The Saint-Gobain Group notably expects its suppliers:
- to make sure that they have control of environmental risks related to
both their processes and the products they use whether in their activity or
when intervening on Group sites.
- to respect employee rights regardless of the country in which they
- to refrain, even if permitted under applicable local legislation, from
resorting to any forced or compulsory labour or to any child labour, either
directly or indirectly or through sub-contractors, in the course of their
production processes or when providing services or when intervening on
- to provide their employees with the best possible conditions of health
and safety and to observe, during their interventions on Group sites, all
applicable health and safety rules.
The approach and expectations of the Saint-Gobain Group with regard to its
suppliers are formalized in the "Suppliers Charter" appended to the
The supplier declares that he has read this Charter and complies with its
28.1 The Contract and any Purchase Order shall be deemed to have been made
in England and the Parties hereby submit to the exclusive jurisdiction of
the English courts. English law shall be the proper law of the Contract and
any Purchase Order.
28.2 If any provision of these Terms and Conditions is held by a competent
authority to be invalid or unenforceable in whole or in part the validity
of the other provisions of these Terms and Conditions and the remainder of
the provision in question shall not be affected thereby.
28.3 The failure by either party to exercise or enforce any rights
contained in any contract shall not be deemed to be a waiver of any such
right nor operate so as to bar the exercise or enforcement thereof at any
time or times thereafter.
28.4 Each right or remedy of the Company under the Contract is without
prejudice to any other right or remedy of the Company whether under the
Contract or not.
28.5 The Parties agree that at the end of the term, if the Parties continue
to trade and do business in accordance with the Contract, then the
provisions of the Contract including entitlement to rebate or rebateable
purchases shall continue to apply in full, as a minimum, at the percentage
level achieved in the previous calendar years trading, save that the
duration of the Contract as defined in the term shall no longer be
28.6 The Supplier acknowledges that the Company has trademarks which it has
registered in order to protect those trademarks and neither the Supplier
nor its agent will infringe the intellectual property rights of the Company
nor otherwise seek to use the Company’s name or trademarks for any purpose
unless expressly authorised in writing by the Company. In the event of
unauthorised use or infringement by the Supplier pursuant to this clause
the Company reserves the right to seek an injunction to prevent such
infringement and the Supplier will indemnify and keep indemnified the
Company for all reasonable costs and expenses incurred in relation to such
breach by the Supplier.
28.7 A person who is not a party to the Contract has no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce any terms of the
Contract but this does not affect any right or remedy of a third party
which exists or is available apart from that Act.
28.8 Any notice required to be given under the Contract shall not be
effective unless given in writing and delivered by:
(i) first class prepaid post, effective two business days after posting; or
(ii) registered post, special delivery or personal delivery effective at
the time of delivery; or
(iii) fax, effective upon the transmission of the entire fax as confirmed
by a transmission report
to the Party’s registered address or main administration office or if
notified, a fax number notified to the other Party. Notice may not be given
by electronic or e-mail communications.