Terms and Conditions of Purchase

GENERAL
1. Definitions: In these conditions “Goods” means the goods and / or services set out or referred to in any Order (as defined below) and “Delivery” means the delivery of the Goods and/or the performance of services as the context may require. “Order” means the Company's order for the supply of Goods and constitutes an offer by the Company to purchase the Goods in accordance with these terms and conditions “Order” means the Customer’s written acceptance of the Supplier offer to supply the Goods as set out in the Supplier’s quotation. "Offer” Any offer or quotation to the Supplier for the provision of goods or services and or the delivery of products and services. "Supplier" is the person or firm from whom the Company purchases the Goods. Contract: the contract between the Company and the Supplier for the sale and purchase of the Goods in accordance with these terms and conditions. Company: No Climb Products Limited (Registered in England and Wales with Company Registration Number: 839470). Specification: any specification for the Goods, including any related plans and drawings that is agreed by the parties in writing (including without limitation any set out or referred to in the Contract).
2. The Order shall be deemed to be accepted on the earlier of:
3. The Supplier issuing a written acceptance of the Order; or
4. The Supplier undertaking any act consistent with fulfilling the Order, at which point the contract between the Company and the Supplier for the supply of Goods (the “Contract”) shall come into existence.
SIGNATURES
1. Only duly authorised persons may bind the Company.
PARAMOUNT CONDITIONS
1. These terms and conditions apply to the Contract to the exclusion of any other standard form of contract, order or any other terms and conditions inconsistent with these terms and conditions which the Supplier might seek to impose or incorporate (or which might be implied by trade, custom, practice or course of dealing) even though such standard forms or other terms and conditions may be submitted in a later document or purport to exclude or supersede any terms or conditions inconsistent with them or may be contained in any offer acceptance or counter-offer made by the Supplier. The Company may treat any offer acceptance or counter-offer or other document as subject to these terms and conditions although the same may purport to incorporate such a standard form or an alternative set of terms and conditions.
FORECASTS AND AMENDMENTS
1. Any forecasts provided by the Company for products required are estimates only and do no commit the Company to purchase the volume forecasted. Only when No Climb Products Limited confirms an Order for Goods with the Company, subject to these terms and conditions, be committed to purchasing the Goods referenced in the Order.
2. Any variation to a Contract including without limitation any alteration, delivery of excess quantities or extensions will only be valid and binding on the Company when undertaken on the authority of an amendment to the Contract in writing and duly signed on behalf of the Company.
THE GOODS
1. The Supplier shall ensure that the Goods shall:
  1. Correspond with their description and any applicable Specification;
  2. Be of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier by the Company expressly or by implication, and in this respect the Company relies on the Supplier's skill and judgement;
  3. Be free from defects in design, material and workmanship and remain so for 24 months after delivery;
  4. Comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods;
  5. Not exceed the quantities and / or tolerances stated in an Order; and
  6. Comply, where relevant, with the current British and European standards and specifications and all statutory and voluntary requirements of the government and any local authority and / or of the European Commission and such other specifications set out in or referred to in the Contract or Order.
2. The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.
3. The Company shall have the right to inspect and test the Goods at any time before delivery.
4. If following such inspection or testing the Company considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings at clause 5.1, the Company shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
5. Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract, and the Company shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.
6. The Supplier will have been chosen as an expert in their field for the supply of the Goods and the Company relies solely upon the Supplier’s expertise. As such the Supplier will Deliver the Goods in accordance with the standards, terms and conditions and for the purposes, as set out in this Contract, or in any Order and in any other documents referred to or incorporated by the Contract. The Supplier will provide Delivery on time. The Supplier will deliver the Goods for the purposes set out in this Contract, in any Order and in any documents referred to or incorporated by the Contract or any Order and for the purposes for which the Goods are intended (whether notified to the Supplier or not). Such obligations (including without limitation time for delivery and performance) are of the essence of the Contract.
7. Where an Order is issued following the approval of samples subsequent supplies must be of equal quality and specification.
DELIVERY
1. The Supplier shall ensure that:
  1. The Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
  2. Each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), a certificate of conformity to the Specification special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of goods remaining to be delivered; and
  3. If the Supplier requires the Company to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.
2. The Supplier shall deliver the Goods:
  1. On the date(s) specified in the Order, or, if no such date(s) is specified, within a date to be agreed between the Parties (or where such date is not agreed, within a reasonable period of time);
  2. To the Company's premises at Edison House, 163 Dixons Hill Road, AL9 7JE, UK or such other location as is set out in the Order, or as instructed by the Company prior to delivery ("Delivery Location"); and
  3. During the Company's normal business hours, or as otherwise instructed by the Company.
3. Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.
4. The Supplier shall not deliver the Goods in instalments without the Company's prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall still entitle the Company to the remedies set out in clauses 8 and 9.
MAXIMUM PERIOD OF ORDER
1. The Company may without liability, immediately, by giving the Supplier written notice, cancel suspend delay or amend any Contract at any time after 12 months (from the commencement date of the Contract).
REMEDIES
1. If the Goods are not delivered on the date they are due, or are not provided strictly in accordance with any of the terms and conditions of the Contract, or if the Goods supplied are defective, then, without limiting any of its other rights or remedies, the Company shall have the right to any one or more of the following remedies, whether or not it has accepted the Goods:
  1. To terminate the Contract;
  2. To suspend the Contract;
  3. To require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
  4. To refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
  5. To recover from the Supplier any costs incurred by the Company in obtaining substitute goods or services from a third party; and
  6. To claim damages for any other costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier's failure to carry out its obligations under the Contract.
2. Without prejudice to the generality of the foregoing the Company may by notice in writing to the Supplier given within 24 months (or such other period as may be agreed) after receipt reject any Goods or services which are not in accordance with the Contract or are or become in any way defective. The Company may at its option allow the Supplier a reasonable time to deliver Goods or render services which are in all aspects in accordance with the Contract in place of any rejected Goods or Services, but subject thereto the Supplier will repay to the Company any money paid by the Company to the Supplier with interest at 2% per month or part month [from the date of the relevant notice] and will fully indemnify the Company against all losses, liabilities, costs and expenses incurred by it as a result of the Goods or services failing comply with the Contract or becoming defective within the period specified above. The foregoing provisions of this clause will not prejudice any further or other rights of the Company arising from or in consequence of any defects in the Goods or services (where the same Goods are installed or fitted by or on behalf of the Supplier) from defective installation or fitting.
3. These terms and conditions shall apply to any repaired or replacement Goods supplied or delivered by the Supplier.
4. This clause 8 shall survive termination of the Contract.
5. The Company's rights and remedies under these terms and conditions are in addition to its rights and remedies implied by statute and common law.
6. Section 15A of the Sale and Supply of Goods Act 1994 shall not apply to any Order or Contract and in relation to any breach shall not restrict the Company’s right to reject the goods.
STATUTES
1. Any reference to any statutes regulations or other matters includes reference to any extensions enactments or replacements of the same.
PAYMENT
1. Prices quoted and accepted may not be subjected to any alterations except with the Company’s written consent signed by a duly authorised signatory.
2. Payment for undisputed sums due to the Supplier pursuant to the Contract will unless otherwise agreed in writing signed by a duly authorised signatory be made by the Company within 60 days of the Delivery (subject to the receipt of a valid VAT invoice). Payment shall be made to the bank account nominated in writing by the Supplier.
3. [The Supplier shall invoice the Company (unless otherwise expressly agreed) on completion of Delivery of the Goods]. No payment will, unless specifically accepted in the Order, be due before Delivery or performance by the Supplier of all its obligations under the Order (whichever is the later).
4. All value added tax taxes duties and levies of all countries and all costs of carriage insurance delivery storage or otherwise howsoever will as otherwise specified in the Contract be deemed to be included in the agreed price.
5. The Company may, without limiting any other rights or remedies it may have, set off any amount owed to it by the Supplier against any amounts payable by it to the Supplier under the Contract.
6. The price for the Goods shall be the price set out in the Contract and shall be inclusive of the costs of packaging, insurance and carriage of the Goods.
7. If the Company fails to make any payment due to the Supplier by the due date for payment, then the Company shall pay interest on the overdue amount at the rate of [4]% per annum above Barclays Bank PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. This clause shall not apply to payments the Company disputes in good faith.
CONFIDENTIALITY AND INTELLECTUAL PROPERTY
1. All information supplied by the Company in any form (other than information in the public domain or information required to be disclosed by law or anybody of competent jurisdiction) is supplied in confidence and must not be used by the Supplier for any other purpose than the performance of the Contract and must not be disclosed to any other party without the Company’s express written consent and then only on conditions equivalent to this condition and with an express notification that the information was provided for the Supplier only and is not intended to be relied upon by any other party.
2. Where the Company provides a specification to which the Goods (including without limitation any deliverables of the Services), or any part thereof, are to be manufactured or Company Materials to be used as part of Goods to be produced by the Supplier, the Supplier acknowledges that the intellectual property rights subsisting in and relating to any such specification and Company Materials belong to the Company. The Company grants to the Supplier a non-exclusive licence of the intellectual property rights subsisting in and relating to such specification and Company Materials to the extent necessary to enable the Supplier to manufacture and supply to the Company of the Goods for the sole purpose of enabling the Company to provide the Goods in accordance with the Contract (and for no longer than is necessary to enable the Supplier to do so). The Supplier may not grant to any third party the right to use such Intellectual Property Rights without the prior written consent of the Company. For the purpose of this clause “Company Materials” means all materials provided by the Company relating to the Contract for the purposes of enabling the Supplier to perform its obligations pursuant to the Contract, including without limitation to deliver the Goods. The Supplier agrees that except as otherwise specified in this Clause 11.2 it has no rights to use the intellectual property rights subsisting in or relating to any specification or Company Materials provided by the Company.
3. The Supplier will notify the Company if it has any intention to supply any third party with goods the same as, of a similar nature to the Goods, or otherwise competitive products or activities in which the company is engaged. Such actions may prejudice the relationship between the parties and the company reserves the right to cancel all outstanding orders with immediate effect.
TITLE AND RISK OF LOSS
1. Title in Goods will pass to the Company on the earlier of despatch from the Supplier's place of business or payment in part or in whole.
2. In no circumstances may the Supplier retain any title in the Goods or in the proceeds of sale of Goods after the title is due to pass as aforesaid.
3. Risk of loss will pass to the Company on actual delivery to the Company and the Supplier must bear all risk of loss in transit.
SUPPLIERS INDEMNITIES
1. The Supplier shall keep the Company indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and legal and other professional fees and expenses awarded against or incurred or paid by the Company as a result of or in connection with:
  1. any claim made against the Company for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the supply, Delivery or use of the Goods;
  2. any claim made against the Company by a third party arising out of, or in connection with, the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors;
  3. any claim made against the Company by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods (and/or performance of services as appropriate), to the extent that the defect in the Goods (and/or performance of services as appropriate) is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
  4. any claim made against the Company howsoever arising from or in connection with the Goods or services or from the acts or defaults of the Supplier his employees representatives or agents.
2. The Supplier must prior to the commencement of any work at the Company’s premises insure against such risks as the Company may reasonably require in the joint names of the Supplier and the Company with full waiver of subrogation and must maintain such insurance in force until satisfactory completion of the work and produce on request the relevant policy of insurance together with premium receipts.
TERMINATION
1. The Company may, without prejudice to the remainder of this Clause 14, cancel any Order at any time prior to acceptance by the Supplier (as set out in Clause 1). Subject to Clause 7, the Company may terminate the Contract in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. The Company shall pay the Supplier fair and reasonable compensation for work-in-progress at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss and such compensation shall not be greater than the price of the Goods that were to be delivered pursuant to the Contract (or relevant part of the Contract where part of the Contract is terminated).
2. The Company may terminate the Contract with immediate effect by giving written notice to the Supplier if the Supplier becomes subject to any of the following events:
  1. the Supplier suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
  2. the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
  3. (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Supplier, other than for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;
  4. (being an individual) the Supplier is the subject of a bankruptcy petition or order;
  5. a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
  6. (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Supplier;
  7. (being a company) a floating charge holder over the Supplier's assets has become entitled to appoint or has appointed an administrative receiver;
  8. a person becomes entitled to appoint a receiver over the Supplier's assets or a receiver is appointed over the Supplier's assets;
  9. any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(a) to clause 14.2(h) inclusive;
  10. the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on, all or substantially the whole of its business;
  11. the Supplier's financial position deteriorates to such an extent that in the Customer's opinion the Supplier's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
  12. (being an individual) the Supplier dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
3. Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect including the following clauses: 13, 5.1, 8, 11.1, 17 and 18. For the avoidance of doubt, the Supplier’s rights (if any) to use the intellectual property rights of the Company as granted pursuant to the Contract shall cease on termination of the Contract.
INSURANCE
1. During the term of the Contract and for an appropriate period after the Supplier shall maintain in force, with a reputable insurance company, an appropriate level of professional indemnity insurance, product liability insurance and public liability insurance to cover such heads of liability as may arise under or in connection with the Contract, and shall, on the Company's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
FORCE MAJEURE
1. Neither party shall be liable to the other for any delay or failure in performing its obligations under the Contract to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable, provided that the Supplier shall use all reasonable endeavours to cure any such events or circumstances and resume performance under the Contract. If any events or circumstances prevent the Supplier from carrying out its obligations under the Contract for a continuous period of more than 30 working days, the Company may terminate this Contract immediately by giving written notice to the Supplier.
GENERAL
1. Assignment and subcontracting
  1. The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract
  2. The Supplier may not assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract without the Company's prior written consent.
2. Notices
  1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post, recorded delivery, commercial courier, fax [or e-mail].
  2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.2(a); if sent by pre-paid first class post or recorded delivery, at 9:00am on the second working day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax [or e-mail], one working day after transmission.
  3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
3. Severence
  1. If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
  2. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
4. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
5. Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
GOVERNING LAW
1. These terms and conditions will in all respects be construed and have effect in accordance with English law.
2. The Supplier submits to the jurisdiction of the English courts.
3. All necessary consents licences or permissions of the United Kingdom the Supplier's country or elsewhere for import and export are the responsibility of the Supplier to obtain and maintain.
INTELLECTUAL PROPERTY
1. All Company Materials are the exclusive property of the Company.
2. The Supplier shall keep all Company Materials in safe custody at its own risk and maintain the Company Materials in good condition until returned to the Company. The Supplier will not dispose or use the Company Materials other than in accordance with the Company’s written instructions. For the avoidance of doubt the Supplier may only use the Company Materials for the purpose of delivering the Goods and fulfilling its obligations under the Contract.
GDPR
1. The supplier shall ensure that they have policies in place to meet the requirements of General Data Protection Legislation (GDPR): Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
CORPORATE CRIMINAL OFFENCE OF FAILURE TO PREVENT FACILITATION OF TAX EVASION
1. The supplier shall ensure they have policies in place to comply with the Criminal Finances Act 2017 (“CFA 2017”) which introduced a new corporate criminal offence of Failing to Prevent the Facilitation of Tax Evasion, together with the Corporate Code of Conduct policy held by Detectortesters held on the website detectortesters.com.

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