Terms and Conditions for the Supply of Goods and Services
1. SOLE AGREEMENT.
Unless otherwise agreed in writing these terms (“Terms” and each a “Term”) and the purchase order overleaf (together the “Order”) and any contract which may be specified overleaf (“Contract”) represent the only conditions upon which Box Technologies Limited (
“Box Technologies”) procures the items or services specified overleaf (“Products”) from the person to whom this order is addressed (“Supplier”). Box Technologies does not accept other conditions which the Supplier may specify. In the event of any inconsistency between this Order and any Contract, the Contract shall take precedence.
2. CONFORMITY WITH ORDER.
Products shall conform strictly with this Order. The Supplier shall not vary the quantities specified and/or the specification, if any, stipulated in this Order, without the prior written consent of Box Technologies.
3. DELIVERY AND TITLE.
3.1 The delivery date/s and address/es are those specified in this Order. Time shall be of the essence in respect of the Supplier’s obligations under this Order.
3.2 The Supplier will not be excused delay in delivery or performance except due to circumstances outside its control and then only subject to the Supplier having notified Box Technologies in writing on becoming aware of such circumstances. Box Technologies may terminate this Order, in whole or in part, without incurring any liability to the Supplier if such a delay becomes, in Box Technologies absolute opinion, significant.
3.3 Title to Products and risk of loss or damage to Products shall pass to Box Technologies on delivery, free from any third party rights or interests.
3.4 If, on delivery, the Products do not conform to this Order, then Box Technologies may reject the Products and the Supplier shall, at its sole expense, either promptly rectify any defects or, at Box Technologies’ option, supply appropriate replacement Products. Products shall be subject to such testing and/or inspection as Box Technologies may consider necessary.
4. PRICE AND PAYMENT.
Prices specified in this Order cannot be increased. Payment for the Products shall be made by Box Technologies against a formal invoice from the Supplier. Invoices shall be posted to the address shown overleaf. Payment of the Supplier’s invoices will be made by Box Technologies in the currency and on the terms stated overleaf.
5. PROPRIETARY RIGHTS LIABILITY.
If any allegation should be made or any claim asserted against Box Technologies that its receipt, use or possession of the Products, or any part thereof, or any other materials provided to Box Technologies relating to any Products or pursuant to this Order is a violation or infringement of any third party’s contractual, industrial, commercial or intellectual property rights including but not limited to any patent, registered design, design right, trade mark, copyright or service mark or any application therefore, the Supplier will indemnify Box Technologies against and hold it harmless from any and all losses, liabilities, costs, claims, damages and expenses (including legal fees) which arise directly or indirectly from such allegation or claim provided that this indemnity shall not apply where the allegation or claim arises solely as a result of the Supplier following a design or process originated and furnished by Box Technologies. The Supplier shall either:
(a) procure for Box Technologies the right to continue using the infringing Products; or
(b) modify or replace the Products so that they become non-infringing;
provided that in either case, the Products shall continue to meet Box Technologies requirements and any specifications stipulated in this Order and the Supplier shall avoid or reduce insofar as possible any interruption to Box Technologies’ business operations.
Should neither option avoid the allegation or claim referred to in this Term 5, then Box Technologies may at its option return the Products to the Supplier and, without prejudice to the indemnity in this Term 5, the Supplier shall refund in full the purchase price paid by Box Technologies for the relevant Products.
6. PROPRIETARY INFORMATION.
All information which Box Technologies has divulged or may divulge to the Supplier and any information relating to Box Technologies’ business which may have come into the Supplier’s possession whilst carrying out this Order, and the existence of this Order, shall be treated by the Supplier as confidential information and shall not, without Box Technologies prior written consent, be disclosed to any third party, or be used or copied for any purposes other than to perform this Order. This Term does not apply to information which is public knowledge other than by breach of this Term. Upon request by Box Technologies, the Supplier shall return all materials issued pursuant to this Order and, pending this, shall protect Box Technologies rights in any such materials.
7. DEVELOPMENT WORK IN THE PRODUCTION OF PRODUCTS.
If the production or provision of any Products involves research and/or development which is wholly or partly funded by Box Technologies then, on their creation, the Supplier shall either assign to Box Technologies with full title guarantee, title to and all rights and interest in all intellectual property or other rights in the results thereof or shall procure that the owner of such rights assigns them to Box Technologies on the same basis.
The Supplier shall not name Box Technologies or use its trade marks, service marks or Products in connection with any publicity without Box Technologies’ prior written consent.
9. AFTER SALES SERVICE.
The Supplier shall provide replacement parts necessary to ensure the uninterrupted operation of the Products supplied for a period of 5 years from delivery of any particular item of the Products and, if requested by Box Technologies, it shall make these parts available to a third party maintainer of Box Technologies choice at the same price as if the parts had been supplied to Box Technologies. The Supplier undertakes to provide a maintenance service for Products, should Box Technologies so request, on terms to be agreed. If this Order so indicates, the Supplier will provide a warranty service for the Products to a level agreed with Box Technologies.
10. TERMINATION OF ORDER.
Box Technologies may terminate this Order in whole or in part at any time on written notice to the Supplier when all work under this Order shall stop. Box Technologies shall pay to the Supplier a fair and reasonable price for justified work in progress, where such price reflects only those costs not otherwise recoverable by the Supplier, at the time of termination and the Supplier shall give Box Technologies full assistance to check the extent of such work in progress provided that Box Technologies shall not make such payment if Box Technologies terminates the Order because (a) the Supplier has committed either a material breach of its obligations under this Order or a material default, act, omission or negligence in relation to the Order for which the Supplier is liable to Box Technologies; or (b) Box Technologies terminates the Order pursuant to Term 13 below. Payment of such price shall be in full and final satisfaction of any claims arising out of such termination and, upon such payment, the Supplier shall deliver to Box Technologies all work, including any materials, completed or in progress. The sum payable to the Supplier under this Term will not in any event exceed the total amount that would have been payable to the Supplier had this Order not been terminated. In the event of termination the Supplier must submit all claims within 2 months of termination after which time claims will only be met in what Box Technologies considers exceptional circumstances. If the Products are not provided in accordance with this Order, then this Order shall be deemed terminated and the Supplier shall compensate Box Technologies for any costs incurred in obtaining substitute Products.
The Supplier shall be liable for the acts, omissions and defaults of its personnel or agents who, for the purposes of this Order, shall be treated as if they are the Supplier’s employees. The Supplier shall ensure that any such personnel or agents whilst on Box Technologies premises, shall comply with Box Technologies health and safety, security and system security rules and procedures where appropriate.
The Supplier warrants that all Products delivered under this Order: (a) shall be fit for their purpose and of satisfactory quality; (b) conform and comply in all respects with all statutory requirements and regulations currently in place or hereafter applicable in the UK; (c) correspond with any relevant description or specification (including any description or specification set out in the purchase order overleaf) (d) will not cause any deterioration in the functionality of any Box Technologies equipment; and (e) will not infringe any third party rights of any kind. The Supplier hereby indemnifies Box Technologies against all losses, liabilities, costs, claims, damages, expenses and awards of any kind incurred or made against Box Technologies in connection with any breach of this warranty.
Box Technologies may terminate this Order forthwith or, at its option, seek performance by any such appointed person if: (a) the Supplier passes a resolution for its winding-up or a court of competent jurisdiction makes an order for the Supplier to be wound up or dissolved or the Supplier is otherwise dissolved; or (b) an administrator is appointed or an administration order is made in relation to the Supplier or a receiver or an administrative receiver is appointed over, or an encumbancer takes possession of or sells the whole or part of the Supplier’s undertaking, assets, rights or revenue; or (c) the Supplier is unable to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or (d) the Supplier enters into an arrangement, compromise or composition in satisfaction of its debts with its creditors or any class of them or takes steps to obtain a moratorium or makes an application to a court of competent jurisdiction for protection from its creditors. For the avoidance of doubt, Box Technologies shall not be entitled to terminate this Order pursuant to this Term where a resolution by the Supplier or court order that the Supplier be wound up is for the purpose of a bona fide reconstruction or amalgamation.
The Supplier shall not assign its obligations under this Order without Box Technologies prior written consent.
Notices under these Terms shall be delivered by hand to the relevant addresses overleaf or sent to them by first class mail or may be served by facsimile to the number overleaf with confirmation by first class mail in which event notice shall be deemed served on receipt by the sender of such confirmation.
This Order shall be governed by and interpreted in accordance with English law and shall be subject to the jurisdiction of the English courts to which the Supplier hereby irrevocably submits but without prejudice to Box Technologies right to take proceedings against the Supplier in other jurisdictions.
If the Supplier does not have a registered office in England or Wales it will at all times maintain an agent for service of process in England and shall give Box Technologies the name and address of such agent as such may be amended from time to time.
Disputes of a technical nature shall be subject to arbitration under the then current rules of the Chartered Institute of Arbitrators which rules are deemed incorporated by reference into this Term.
Completion or termination of this Order shall be without prejudice to any Term herein which by its nature would be deemed to continue after completion or termination, including but not limited to Terms 5,6,7,8, 12 and 16.
Headings are included in this Order for convenience only.