Terms and Conditions of Purchase

1. GENERAL

All goods and Services are purchased subject to the following conditions which shall prevail over any and all terms and conditions unless expressly agreed in writing by both parties.

2. DEFINITIONS

“Buyer” shall mean Pressac Communications Limited.

“Data Protection Legislation” shall mean all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including UK GDPR which means the General Data Protection Regulation ((EU) 2016/679) as supplemented by section 205(4) of the Data Protection Act 2018; as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (to the extent relevant).

“Goods” shall mean the items specified in the Purchase Order.

“Order” shall mean the Purchase Order placed by an authorised Buyer on a Buyer’s order form.

“Seller” shall mean the person or company to whom Pressac Communications Limited issues a Purchase Order.

“Services” shall mean the work described in the Purchase Order or any other documents specified in the Purchase Order.

“Specification” means the full description of the Goods contained in the Buyer’s order form including any technical description there appearing and including further any patterns, samples or drawings there referred to.

3. ACCEPTANCE OF ORDER

3.1. No Order shall become binding upon the Buyer unless placed on the Buyer’s order form.

3.2. Execution of the Order by the Seller shall be deemed to constitute Acceptance of the order and will be deemed to bind the Seller to these conditions.

4. PRICE

No variation in pricing shall be accepted by the Buyer unless prior written confirmation has been given by the Buyer.

5. CONFIDENTIALITY

5.1. Any specifications, plans, drawings or other information supplied by the Buyer to the Seller shall remain the property of the Buyer and any information derived therefrom or otherwise communicated to the Seller shall remain confidential and shall not be disclosed to any third party without written consent from the Buyer.

5.2. The Seller shall promptly notify the Buyer if it becomes aware that a disclosure of any such information to a third party has occurred (other than an Authorised Disclosure).

6. DATA PROTECTION

6.1. In the event that personal data is disclosed (as defined in the Data Protection Legislation), each party shall (i) comply in all material respects with the Data Protection Legislation as applicable; (ii) not do, or cause or permit to be done, anything which may cause or otherwise result in a breach by the other party of the same, and (iii) at the Buyer’s request, promptly enter into a separate data processing Agreement.

6.2. Unless specifically agreed upon in writing between the parties, the Seller shall not be allowed to process Personal Data (as defined in the Data Protection Legislation) outside of the United Kingdom.

7. QUALITY AND DEFECTS

7.1. All Goods and Services supplied or carried out shall be of the very best quality and subject to the Buyer’s approval. These must meet the Buyer’s specification regarding quantity, quality, standards and description. Any changes to specifications should be agreed in writing prior to delivery.

7.2. Buyer reserves the right to reject any Goods or Services which are faulty, not fit for purpose, or do not conform to the quantity or quality standard specified in the Purchase Order or Manufacturing Agreement.

7.3. The Buyer shall in due course arrange for the return of the rejected Goods to the Seller at the Seller’s risk and expense.

7.4. The Seller shall promptly notify the Buyer of any defects of which it becomes aware in Goods or Services supplied or to be supplied, or in the design or manufacture of such Goods and Services, whether before or after such supply has taken place, including (but not limited to) any potential or actual security vulnerability.

8. SAMPLES

The Seller shall supply the Buyer with samples of the Goods free of charge unless the Buyer previously consents in writing to pay the Seller for such samples.

9. DELIVERY

9.1. The Seller shall deliver the Goods in accordance with the Order, at the place specified, and in the quantities notified.

9.2. The Buyer reserves the right to adjust the rate of delivery without penalty.

9.3. The Buyer may cancel the Order if goods are not delivered by the dates specified by the Buyer without liability, except to pay for goods already accepted.

9.4. Goods are to be delivered to the delivery address shown on the Order.

9.5. All Goods must be clearly marked with the Buyer’s order number, part number, product description, and contents including quantity.

9.6. All Goods delivered must be accompanied by an Advice Note quoting the Buyer’s order number which must also be quoted on the invoice.

10. ACCEPTANCE AND DELIVERY

The Buyer will not be deemed to have accepted the Goods until the Buyer has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after a defect in the Goods has become apparent.

11. CANCELLATION

The Buyer may cancel or change any Order, or any part thereof, by written notice to the Seller at any time before despatch.

12. TERMS OF PAYMENT

12.1. Unless otherwise agreed in writing by the Buyer, our standard terms of payment are 30 days from end of month of invoice.

12.2. All invoices must quote the Buyer’s Order number. Payments will be withheld unless a valid Order number is quoted on the Invoice.

13. Risk AND PROPERTY IN THE GOODS

The Property and Risk in the Goods shall remain with the Seller until delivery, in satisfactory order, to the delivery address when the Property and Risk shall pass to the Buyer.

14. WARRANTY

14.1. The Seller warrants that all Goods will be free from defects in design, materials and workmanship.

14.2. The Seller warrants that all Goods will be of satisfactory quality, fit for purpose and conforms to all specifications and descriptions in the Order.

14.3. The Seller warrants that all materials and other items incorporated in the Goods will be new and suitable for their intended purpose, and where the Order is for Services, those Services will be performed by qualified and trained staff with due care and diligence.

15. INDEMNITIES

15.1. The Seller unreservedly warrants that the design, construction and quality of the Goods comply in all respects with any applicable requirements contained in any Statute, statutory instrument, order or otherwise and further that the sale or use of the Goods by the Buyer will not infringe any British or Foreign patent, trademark, trade name, registered design or other industrial property right of whatsoever nature.

15.2. In the event of any claim being made or action brought by any third party against the Buyer, based on or otherwise arising out of any of the matters referred to in Clause 15.1 above, the Buyer shall so soon as reasonably practicable after learning of the same give to the Seller notice thereof. The Buyer shall at its option alone conduct all negotiations for settlement in respect of any such claim or action and alone conduct any litigation arising from such claim or action.

15.3. The Seller shall promptly, fully and effectively indemnify the Buyer in respect of all losses, costs, claims, damages, expenses and other liabilities of whatsoever kind which the Buyer may suffer or incur by reason of any breach of the said warranty.

16. AUDITS

16.1. The Seller shall allow the Buyer and any auditors of or other advisers to the Buyer to access, on reasonable notice, any of the Seller’s premises, personnel records and/or other relevant records as may be reasonably required, in order to: (i) undertake verification that the Goods and Services are being provided, and all obligations of the Seller are being performed, in accordance with this agreement; or (ii) undertake verification that the Seller is protecting the integrity, operational availability, confidentiality and security of the Buyer’s data (including but not limited to personal data as defined in the Data Protection Legislation).

16.2. The Seller (including its staff and agents) shall provide the Buyer (and its auditors and other advisers) with all reasonable co-operation, access and assistance in relation to each audit.

16.3. The parties shall bear their own costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material breach of these terms and conditions, in which case the Seller shall reimburse the Buyer for all of its reasonable costs incurred in the course of any audit conducted in the course of identifying that breach.

16.4. The Buyer shall use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Buyer or delay the provision of the Goods and Services by the Seller to the Buyer and that, where possible, individual audits are co-ordinated with each other to minimise any disruption.

16.5. If an audit identifies that the Seller has failed to perform its obligations under these terms and conditions then, without prejudice to any other rights and remedies available to the Buyer, the Seller shall take any necessary steps to comply with its obligations at no additional cost to the Buyer.

17. INFORMATION SECURITY

The Seller (including its staff and agents) shall:

17.1. use best endeavours to notify the Buyer immediately if it becomes aware of any security incident affecting its network and information systems that could potentially affect the Buyer, and to respond without delay to all queries and requests for information from the Buyer about any security incident, however such incident was discovered; and

17.2. upon notification from the Buyer to the Seller of any security incident affecting the Buyer that could reasonably be considered to derive from a potential security vulnerability in the Goods or Services supplied, use best endeavours to provide such disclosure and cooperation as the Buyer deems necessary to assist the Buyer in resolving such security incident.

18. HEALTH AND SAFETY AT WORK

18.1. The Health and Safety Act 1975 imposes duties upon manufacturers, suppliers and importers of substances, equipment or products. These duties must be fully complied with in all respects.

18.2. Where items ordered contain toxic elements or materials harmful to health by inhalation or contact the Seller shall provide to the Buyer the appropriate written safe working instructions concerning the safe handling and use of such materials.

18.3. All machinery must be adequately guarded to prevent physical injury and conform to every requirement for safe electrical operation and where necessary provide adequate ventilation to prevent spillage of hot air into workshops and avoid inhalation of dangerous dust particles such as crystalline silica as required in the relevant Acts and Regulations.

19. SELLER’S PERSONNEL AND SUBCONTRACTORS

19.1. Personnel working on the property of the Buyer must comply with the Safety and Site rules for contractors.

19.2. The Seller undertakes that it is responsible for any acts or omissions of its subcontractors (or their staff or agents), and that any such acts or omissions shall be deemed to be acts or omissions of the Seller.

19.3. The Seller shall procure that its subcontractors shall not cause any breach of these terms and conditions through any such act or omission.

20. GOVERNING LAW AND JURISDICTION

The Contract shall be governed by and construed in accordance with the laws of England to the jurisdiction of whose Courts the parties exclusively agree to submit.