CONDITIONS OF PURCHASE

1. Definitions
1.1 The term “Buyer” shall mean ACTIA (UK) Ltd.
1.2 The term “Seller” shall mean the person, firm or company to whom the purchase order is issued.
1.3 The term “Purchase Order” shall mean the purchase order placed by the Buyer with the Seller for the supply of the goods and any specifications, data, instructions, descriptions, standards, samples or other items issued by the Buyer pursuant thereto (including any release authorisations or schedules for control of production materials, quality or specifications).
1.4 The word “Goods” includes all goods and/or services to be supplied by the Seller under the purchase order and includes any labels, instructions or handbooks relating to the goods.
1.5 The “Contract” shall mean the contract between the Buyer and Seller consisting of the purchase order, these conditions of purchase, any other documents (or parts thereof) referred to in the purchase order, and the Seller’s acceptance of the purchase order but not any terms and conditions other than these, incorporated in or referred to in such acceptance.
1.6 The term “Date for Delivery” shall mean the date for delivery specified in the purchase order.
1.7 The term “Contract Price” shall mean the sum stated in the purchase order to be paid by the Buyer to the Seller for the supply of the goods.

2. General
No terms and conditions of sale submitted or referred to by the Seller in any quotation, tender, or during negotiations shall form part of the contract unless specifically agreed in writing by the Buyer and confirmed in the purchase order.

3. Amendment of Conditions
Neither party shall be bound by any variation, waiver or addition to these conditions except as agreed in writing and signed by duly authorised officers.

4. Specification, Description, Sample and Standard
The goods shall conform in all respects with:
4.1 the provisions of the contract and any specifications, drawings, descriptions or samples referred to;
4.2 any specified standards, or in their absence, the relevant British Standards;
4.3 legislation current at the Date for Delivery.

5. Quality and Fitness for Purpose
5.1 The Seller must comply with the Buyer’s Quality Assurance Procedure (incorporated into these conditions).
5.2 The goods shall be of satisfactory quality, as defined by the Sale and Supply of Goods Act 1994.
5.3 If a purpose has been made known to the Seller, the goods must be fit for that purpose.

6. Delivery
6.1 Time is of the essence. Goods must be delivered by the Date for Delivery or any extension under clause 12.1.
6.2 If delivery is late, the Buyer may cancel the undelivered part and recover additional costs, losses, or expenses.
6.3 Excess goods may be returned at no cost or risk to the Buyer.
6.4 The Seller must provide manufacturing/delivery schedules as required and take steps to meet deadlines at their own cost.
6.5 Delivery includes offloading unless otherwise stated, and incorrect deliveries are at the Seller’s risk and expense.

7. Title and Passing of Property
• The Seller must have clear title to the goods.
• Title passes to the Buyer upon delivery, without affecting the right to reject under clause 11.

8. Passing of Risk
Risk passes on completion of delivery under clause 6. If goods are rejected, risk reverts to the Seller immediately on notice.

9. Contract Price
Unless otherwise stated, the price is fixed and includes delivery and packaging.

10. Payment Terms
10.1 The Seller may invoice upon delivery.
10.2 Payment will be made within 30 days unless goods are rejected under clause 11.
10.3 If rejected goods are replaced, payment is due within 30 days of receipt of the replacement invoice.

11. Rejection
11.1 The Buyer may reject non-compliant goods within a reasonable time, regardless of acceptance or payment.
11.2 The Seller must replace rejected goods immediately.
11.3 If not replaced, the Buyer may buy substitutes and recover:
• any payments made;
• the difference in cost between rejected and replacement goods.
11.4 Rejected goods may be returned at the Seller’s risk and expense.

12. Inspection
12.1 The Buyer may inspect goods at the Seller’s or subcontractor’s premises.
12.2 Non-compliant goods may be rejected.
12.3 Inspection does not release the Seller from contractual obligations. Subcontracts must allow the same inspection rights.

13. Delayed Delivery
13.1 If delayed by force majeure or Buyer fault, a reasonable extension shall be granted.
13.2 Failure to meet the extended date allows the Buyer to terminate and recover excess replacement costs.

14. Defects Liability
14.1 The Seller must repair or replace any defective goods at their cost within 18 months of delivery or 12 months of use.
14.2 Repaired or replaced goods are subject to a fresh 12-month defects liability period.
14.3 If the Seller fails to act, the Buyer may carry out repairs or replacements and recover costs.
The Seller’s liability extends to direct damages up to the contract price (or stated limit).

15. Direct and Consequential Damages
15.1 Each party is liable for direct damages resulting from breach of contract.
15.2 Neither party is liable for indirect or consequential losses, including lost profits.

16. Force Majeure
16.1 If unforeseeable and unavoidable events prevent performance, obligations are suspended.
16.2 If resolved within 90 days, obligations resume with reasonable adjustments.
16.3 If unresolved after 90 days, the contract ends by mutual consent.
16.4 The Buyer will pay agreed reasonable sums for work done up to the force majeure notice.

17. Patent Infringement
17.1 The Seller warrants the goods do not infringe any IP rights.
17.2 The Seller will indemnify the Buyer unless goods were made to the Buyer’s specification.

18. Assignment and Sub-Contracting
• The Seller must not assign or subcontract the whole contract.
• Subcontracting parts requires written consent, unless for standard materials or named subcontractors.
• The Seller remains liable for subcontracted work.

19. Insolvency and Bankruptcy
If the Seller becomes insolvent, bankrupt, or enters administration, the Buyer may terminate the contract immediately.

20. Law
The contract is governed by and interpreted under English law.

21. Dispute Resolution
If unresolved amicably, disputes shall be referred to a single arbitrator agreed within 14 days or appointed by the President of the Chartered Institute of Arbitrators.

22. Cancellation
The Buyer may cancel the order at any time with written notice and is only liable for reasonable costs on completed work.

23. Indemnity
The Seller shall fully indemnify the Buyer against:
a) royalties paid;
b) claims or damages relating to property, personal injury, or financial loss arising from defective goods, design errors, or omissions.

24. Confidentiality
All specifications, drawings, and information must remain confidential and be returned upon contract completion or termination.

25. Buyer’s Property
Any tools, plans, data, models, materials, or IP supplied or funded by the Buyer remain the Buyer’s property and must not be used outside the contract.

26. Changes in Specification or Design
The Seller must provide six months’ notice (or as agreed) before making any changes.
If the change is unacceptable to the Buyer or its customer, the Buyer may terminate the contract.