1.1. In the following terms and conditions “the Company” refers to Carey Group Ltd including all its wholly or majority owned subsidiaries and “the Supplier” to the other contracting parties.
1.2. “Agreement” means the terms and conditions herein together with the Order.
2.1. These terms and conditions shall prevail and supersede any terms and conditions of the Supplier.
2.2. Each Order shall be considered separate from any other Order.
2.3. This Agreement may only be varied by the Company in writing on the Order or by separate fully executed Contract originated by the Company and referenced on the Order. Any of the terms and conditions not varied in this way will remain.
3.1. In the event of any goods or services ordered by the Company from the Supplier not being in accordance with the Order, the relevant British Standard specification, current and future Health and Safety legislation and/or manufacturer’s information, in any way whatsoever then if required by the Company, the Supplier shall be absolutelyliable to replace the goods or services or to reimburse the company for the full invoice price of the goods or services.
4.1. The Supplier warrants that all goods and services will comply in all respects with any specifications contained herein or referred to in the Order, all relevant British or European standards, regulations, statutes laws and byelaws and shallin all cases be to the Company’s reasonable satisfaction and fit for the purpose set out or reasonably expected from this Agreement.
5.1. The Company will not accept charges for packing, pallets, carriage, labour, waiting time or any other charges unless authorised by the Order.
5.2. The Company reserves the right not to accept any goods delivered in excess of the quantities shown on the Order and that such excess may be returned and all charges in respect thereof will be the responsibility of the Supplier.
The Supplier warrants that the Company shall have free and unencumbered title to the goods ordered under this Agreement but that they shall remain at the Supplier’s risk in respect of deterioration damage or loss until they are delivered to and accepted into the custody of the Company at the designated delivery address.
The Company shall have no liability in respect of any goods supplied of the wrong specification or in excess of that stated on the Order and shall be entitled to reject, without liability to make any payment, any delivery or part delivery comprising insufficient excessive or incorrect or otherwise defective goods.
8.1. The parties may only by agreement in writing cancel this Agreement or any deliveries arising thereunder.
Notwithstanding 8.1 the Company reserves the right to cancel the Order or any part of it if delivery is late or not madewithin the time specified on the Order.
9.1 Invoices must be delivered to the Company at its Registered Office by the 7th of the month following date of delivery.
9.1.1. Payment will be made 45 days from the end of the month in which delivery is made unless otherwise stated onthe Order.
9.2 Relevant Order numbers must be clearly shown on all relevant correspondence including proof of delivery and invoices. Failure to do so may result in delays in payment.
Where the goods or services are subject to Value Added Tax the amount that is legally demandable from time to time is to be rendered as a separate item of account on a form of VAT Invoice acceptable to HM Revenue & Customs and,if required, the Supplier shall produce bona fide evidence of the amount paid or to be paid in respect thereof.
(PLEASE SEE APPENDIX A)
12.1.The Supplier is required to provide the Company with goods and services that are consistent with good ethical tradingpolicies and practices. Should the Company be made aware of any bad ethical practices whatsoever in relation to the provision of goods or services mentioned on the Order at any time during their supply then the Company reserves theright to cancel the Order in part or in full with no financial consequence to the Company. The Company shall seek compensation from the Supplier to remedy these circumstances.
12.2.The Company has zero tolerance to slavery and human trafficking. To ensure all those in our supply chain comply with our values the Company expects its suppliers to have a natural respect for our ethical standards in the context of their own culture. The relationships with our suppliers are based on the principle of fair and honest dealings at all times and in all ways. The Company specifically expects its suppliers to extend the same principle of fair and honestdealings to all others with whom they do business, including employees, sub-contractors and other third parties as setout in our Ethical Code of Conduct and Anti- Bribery Policies.
13.1. This Agreement and any enforcement thereof shall be governed by the law of England & Wales for all goods and services delivered to an address within the United Kingdom of Great Britain and Northern Ireland in accordance with clause
Where goods and services are delivered to an address in Republic of Ireland their supply under this agreement shallbe governed by the law of the Republic of Ireland in accordance with clause
13.2. CLAUSES 13.2., 13.2.1 AND 13.2.2 APPLY WHERE GOVERNING LAW DETERMINED BY CLAUSE 13.1 IS THE LAW OF ENGLAND AND WALES
13.2.1 This Agreement (and any non-contractual obligations arising in connection with it) shall be governed by and interpreted in accordance with the law of England and Wales.
13.2.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute (including disputes in relation to non-contractual obligations) arising out of or in connection with this Agreement, and the parties hereby submit to the exclusive jurisdiction of the English courts.
13.3. CLAUSES 13.3, 13.3.1 AND 13.3.2 APPLY WHERE GOVERNING LAW DETERMINED BY CLAUSE 13.1 IS THE LAW OF THE REPUBLIC OF IRELAND 13.3.1 This Agreement (and any non-contractual obligations arising in connection with it) shall be governed by and interpreted in accordance with the Republic of Ireland law.
13.3.2 The Republic of Ireland courts shall have exclusive jurisdiction to settle any dispute (including disputes in relation to non-contractual obligations) arising out of or in connection with this Agreement, and the parties hereby submit to the exclusive jurisdiction of the Irish courts.
14.1 If either party shall:
14.1.1. Become insolvent or bankrupt; or
14.1.2. Have a receiving order or administration order made against it or compound with its creditors; or
14.1.3. Being a corporation commence being wound up (not being a member’s voluntary winding up for
the purposesof reconstruction or amalgamation); or
14.1.4. Carry on its business under an administrator or administrative receiver for the benefit of its creditors or
any of them then the other party shall have the right to terminate this Agreement forthwith by notice in writing to that party or to the administrator, administrative receiver, liquidator, or to any person in whom this Agreement shall have become vested.
Neither party shall be in breach of this Agreement or liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from an event, circumstance or cause beyond its reasonable control. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this Agreement by giving 5 days written notice to the affected party.
The Supplier shall treat this Agreement and any information it may have received or obtained in relation thereto or arising regarding this Agreement or its negotiation or relating to the business or affairs of the Company as private andconfidential and shall not publish or disclose the same or any particulars thereof without the prior consent of the Company.
Neither party shall without the written consent of the other (the giving of which consent shall be at the sole discretion of that party) advertise, publicly announce, or provide to any other person information relating to the existence or details of this Agreement or use the other party’s name in any format for any promotion, publicity, marketing or advertising purpose.
Neither party shall assign this Agreement or any of its rights or obligations under it without the prior written approval of the other party.
A person who is not a party to this Agreement may not enforce any of its terms.
No clause, sub-clause or their relevant parts in this Agreement may be held to be unenforceable or void except for the judgement of a court of competent jurisdiction. Should any clause, sub-clause or part thereof be so held to be unenforceable or void the remaining clauses, sub clauses or their relevant parts shall remain in full force and effect tothe extent that they are capable of remaining operative having taken account of the said court’s decision or judgement.
The rights of the Company or the Supplier shall not be prejudiced or restricted by any indulgence or forbearance extended by either party to the other and no waiver by either party in respect of any breach shall operate as a waiverin respect of any subsequent breach.
The Supplier must ensure adequate procedures are in place within their own organisation to prevent incidents of fraud,corrupt gifts and bribery and must be fully compliant with the Bribery Act 2010.
Health, Safety and Environmental