Standard Terms and Conditions

Standard Terms and Conditions – for the supply of goods and services

Definitions

‘Goods’ means all or any of the items set out in the Purchase Order which as to be supplied to Tremco CPG StructureCare Services Limited by the provider.

‘Parties’ means Tremco CPG StructureCare Services Limited and the provider

‘Provider’ means the person, firm or company named as such on page 1 of the Purchase Order (or its successor in title)

‘Purchase Order (PO)’ means any purchase order placed by Tremco CPG StructureCare Services Limited under which the provider agrees to supply Goods and/or Services to Tremco CPG StructureCare Services Limited

‘Contract’ means the Contract between Tremco CPG StructureCare Services Limited and the provider consisting of the PO, these general terms and conditions of purchase, any other documents (or part thereof) referred to in the PO and the providers acceptance of the purchase order but not any terms and conditions, other than these Conditions, incorporated in or referred to in such acceptance.

‘Services’ means the Services to be performed by the provider for Tremco CPG StructureCare Services Limited as described in the PO and anything created or produced as a result of these services.

‘Specification’ means the requirements to which the goods and/or services supplied shall conform as detailed in the PO

General Conditions

These General Conditions shall apply to the PO:

Unless the PO refers to a specific contract in which that case the Terms and Conditions of the specific contract shall apply in conjunction with these terms and conditions in the order of priority identified in the specific contract;

Subject to and minor changes to these terms and conditions which are set out in the PO.

Any purchase by Tremco CPG StructureCare Services Limited is conditional upon acceptance of these terms and conditions by the provider. If the provider does not wish to accept these terms and conditions, then the Provider should not accept the PO, and should inform Tremco CPG StructureCare Services Limited immediately.

If no such action is taken and goods and/or services are delivered then these Terms and Conditions will be deemed accepted.

If necessary the provider will be required to complete and return, in good time Sub Contractor & Supplier Assessment Questionnaire issued to the provider by Tremco CPG StructureCare Services Limited to allow assessment of the provider on a number of conditions prior to engagement, if said forms are not returned in good time Tremco CPG StructureCare Services Limited reserve the right to terminate the PO without prejudice.

Standard Terms of Purchase Order

Sub-contracting

The provider shall not assign, transfer, sublet or subcontract in whole or in part any of the PO without prior written consent of Tremco CPG StructureCare Services Limited.

Confidentiality

Any confidential information supplied by Tremco CPG StructureCare Services Limited to the provider or vice versa (including the details of the PO), shall be kept confidential and shall only be used by the provider for the performance of its obligations under the PO.

Price Variation

The prices in the PO shall apply (without variation) for both period and/or quantity of goods and/or services, unless specifically agreed in writing by both parties.

Liability

Neither party excludes or limits liability to the other for death or personal injury as a result of its negligence.

The liability of either party for direct loss of or damage to property of the other shall be limited to £5,000,000.00 per claim unless otherwise stated in the PO.

The provider will ensure that it has insurance in place and shall maintain such insurance throughout the period covered by this contract to cover liabilities under the PO, to include professional indemnity insurance (where services are to be provided) which must be in force for the duration of the contract, public liability insurance and employers liability insurance (where relevant) .

Documents

All documentation such as invoices issued by the provider shall be clearly marked with the provider’s name and address, the PO number and a description of the goods and/or services and shall be posted to Head Office marked for the attention of the corresponding personnel.

Quality and performance

The goods and/or services shall conform with the specification; be of sound design, materials and workmanship; be fit for purpose for which they are procured by Tremco CPG StructureCare Services Limited and be capable of the required performance.

All services performed under the PO must be executed by the provider in a timely, efficient and professional manner to the appropriate standards and to the reasonable satisfaction of Tremco CPG StructureCare Services Limited.

Delivery

The provider shall deliver the goods and/or services as instructed in the PO and obtain receipt of authorisation from Tremco CPG StructureCare Services Limited.

Tremco CPG StructureCare Services Limited will allow the provider access to its premises (head office or on location at site) for the delivery of goods and /or services. Tremco CPG StructureCare Services Limited may refuse admission or require personnel to leave its premises at any time and shall not be obliged to give the provider the reasons for its decisions.

Whilst on Tremco CPG StructureCare Services Limited’s premises the provider shall abide by Tremco CPG StructureCare Services Limited’s rules and regulations.

Extension of Time, Rescheduling or Cancellation

If, for any cause beyond the reasonable control of the provider, delivery of the goods, or performance of the services, is delayed, then unless specifically required and pending mutual agreement delivery/performance may be rescheduled. Delay for any reason shall be at the discretion of Tremco CPG StructureCare Services Limited, in which case the provider shall be responsible for any additional costs.

Notification of any anticipated or actual delays must be immediately communicated to Tremco CPG StructureCare Services Limited by the provider specifying the reasons for the delay, upon receipt Tremco CPG StructureCare Services Limited will assess any claims in a fair and reasonable manner.

Risk and Title

Risk and title of the goods and/or services shall only pass on to Tremco CPG StructureCare Services Limited upon acceptance when delivered to the place and address specified in the PO unless otherwise agreed in writing by the parties.

Tremco CPG StructureCare Services Limited also reverses the right to take possession of all goods which it has title.

Damage or Loss in Transit

Any good lost or damaged in transit shall be restored or replaced by the provider at the provider’s expense and to Tremco CPG StructureCare Services Limited’s satisfaction.

Delivery shall not be deemed to have taken place until restoration has taken place to the satisfaction of Tremco CPG StructureCare Services Limited or goods have been accepted by Tremco CPG StructureCare Services Limited.

Terms of Payment

Tremco CPG StructureCare Services Limited agrees to pay the provider either the total price for the goods and/or services which is stated in the PO in line with the relevant payment schedule, which (if the provider determines that VAT is payable) must comply with HM Revenue and Customs for VAT purposes.

All prices and rates which are stated in the PO are exclusive of VAT unless otherwise stated.

If Tremco CPG StructureCare Services Limited has informed the provider that an invoice is disputed by it, the issue (unless otherwise agreed between both parties) be referred to the relevant dispute resolution procedures.

Tremco CPG StructureCare Services Limited accounts Operate 2 no. monthly payment runs (mid-month and month-end). Upon receipt of a valid payment certificate from the certifying personnel payment will be released at the discretion of the accounts department and dictated by the availability of the next payment run.

Payments will be certified by the certifying personnel no later than 28 days from month end of being received in line with the payment schedule unless stated otherwise.

Set Off

Tremco CPG StructureCare Services Limited shall be entitled to set off against any sums due to the provider under the PO any sums which become payable by the provider to Tremco CPG StructureCare Services Limited in relation to the PO or any other contract between the parties.

Compliance

The provider and its personnel shall at all times comply with all applicable laws, including statutes and by laws of local and other competent authorities.

Entire Agreement

These terms and conditions and the PO shall (unless expressly agreed otherwise in writing by the parties) comprise out the entire terms and conditions of the contract in relation to the subject matter of the PO (subject to the general terms herewith) and the providers terms and conditions of contracting are expressly excluded. The PO and these terms and conditions shall therefore take priority over any other arrangements, communications (written or verbal) or any other supporting documentation.

Contracts (Rights of Third Parties) Act 1999

The contract between the parties which is referred to in clause 13.1 does not confer (and is not intended to confer) any rights on any third party, whether pursuant to the contracts (rights of Third Parties) Act 1999, or otherwise.

Governing Law

This contract shall be governed by English Law and the parties shall submit to the exclusive jurisdiction of the English courts.