Terms & conditions of purchase (T&Cs)

Last Updated On 09-Jan-2026

1. DEFINITIONS

1. DEFINITIONS

In the context of these terms and conditions, the following words shall have the following
meanings: “Goods” means any goods pursuant to the Order; “Force Majeure” means any cause beyond the affected party’s reasonable control preventing or delaying the performance of that party’s obligations under the Order but excluding any breakdown of plant or apparatus, strike or lock out or other industrial dispute; “the Order” means the Order issued by the Purchaser for the supply of services, goods or works; “the Order Performance” means any services supplied and/or any goods delivered and/or any works performed pursuant to the Order; “the Purchaser” means the Therma Mech Limited business placing the Order; “Services” means any services pursuant to the Order”; “Specification” means the technical
description and/or requirements (if any) of the services, goods or works referred to in the Order; “the Supplier” means the person, firm, company or organisation to whom the Order is addressed including any of its employees, agents, permitted sub-contractor’s or others acting on the Supplier’s behalf; “Supplier Personnel” means employees, directors, officers, contractors, agents and consultants of the Supplier and/or of any sub-contractor of the Supplier; “Works” means any works pursuant to the Order; “the Site” means any site owned or occupied by the Purchaser. (“Living Wage” means the real Living Wage which is calculated anew each year by the Resolution Foundation on behalf of the Living Wage Foundation with
the relevant calculation being overseen by the Living Wage Commission or, as the case may be, by successor organisations of the Resolution Foundation, Living Wage Foundation or the Living Wage Commission each in their respective roles. It is expressed as an hourly wage rate payable to those working outside London in the United Kingdom and as a separate higher hourly wage rate payable to those working in London with London being defined as all boroughs in Greater London. The Living Wage is not a statutorily prescribed wage rate and should not be mistaken for the national minimum wage or the national living wage, both of which rates are as set out in regulations made pursuant to the National Minimum Wage Act 1998 as amended from time to time; “Exclusive Economic Zone” means the exclusive
economic zone of the United Kingdom prescribed by Part V of the United Nations Convention on the Law of the Sea 1982; “LW Announcement Date” means in respect of any year, the date on which the newly calculated Living Wage is advertised by the Living Wage Foundation on its webpage (https://www.livingwage.org.uk) or on the webpage of any successor organisation; “LW Implementation Date” means any date up to a maximum of six months from the LW Announcement Date.)

2. APPLICABLE TERMS AND CONDITIONS

The Order is made subject to the terms and conditions set out below. These terms and conditions and any special conditions of purchase prescribed in writing by the Purchaser as being applicable to the Order shall prevail over any terms and conditions of the Supplier whether contained in a quotation, catalogue, price list, order acknowledgement or any other document

3. AUTHORISATION

The Purchaser accepts no liability for the Order Performance unless the Order has been placed by a duly authorised officer of the Purchaser.

4 ALTERATIONS

No alterations, modifications or amendment to the Order, the quantities, type, physical structure, specifications or standards are to be accepted or undertaken by the Supplier at the request of any employee of the Purchaser or its agent or representative or any other person unless and until written confirmation is received from a duly authorised representative of the Purchaser.

5. QUALITY

5.1 Without prejudice to the Purchaser’s statutory rights or rights under these terms and
conditions, it is a condition of this Order that it shall:
(i) conform to the specification and any quality, standards, description and/or references quoted in the Order and/or to any samples submitted and be to the satisfaction of the Purchaser.
(ii) be of the very best materials and workmanship;
(iii) be capable of any standard of performance specified in the Order or applicable to the
Order; and
(iv) where the Supplier has British standard accreditation or equivalent thereof conform with
applicable quality standards and systems.
(v) where applicable comply with the implied conditions in Sections 13,14,15 of the Supply of
Goods and Services Act 1982 (as amended from time to time) and the implied terms in
Sections 12,13 and14 of the Sale of Goods Act 1979 (as amended from time to time).
5.2 In the event that the Order or any part thereof fails to meet in full the terms of Clause 5.1, irrespective of whether this failure amounts to a material breach, the Purchaser (without prejudice to any of its other rights) reserves the right to reject the Order.
5.3 The quantities of any Goods supplied shall be as stated in the Order. No quantity in excess of that stated on the Order will be paid for without the written authority of the Purchaser before delivery. The Purchaser reserves the right to reject incomplete deliveries and to refuse delivery, reject or refuse to pay for and/or (at the Supplier’s expense and risk) return any unauthorised and/or unaccepted shortfall or excess.
5.4 Any signature by or on behalf of the Purchaser on any delivery note or order acknowledgement will not signify acceptance of the quality and or quantity of any Goods.

6. TESTING AND INSPECTION OF GOODS

6.1 Prior to delivery the Supplier shall inspect the Goods for compliance with the Order.
6.2 The Purchaser shall be entitled to request the Supplier to supply certified copies of records of such inspection and tests free of charge and the Supplier shall promptly and fully comply with such request.
6.3 Without prejudice to Clause 6.2, the Purchaser shall be entitled to inspect, test and/or have a representative attend any test conducted by or on behalf of the Supplier of the Goods at any reasonable time or times during manufacture, processing and/or storage of the Goods. If the Purchaser exercises this right, the Supplier shall grant to the Purchaser or its nominated representative a right of access at all reasonable times and shall afford to the same all such facilities as may be reasonably required for such purposes.
6.4 In the event that the Goods or any part thereof fail inspection and/or testing the Purchaser (without prejudice to any of its other rights) reserves the right to charge the Supplier any cost in respect of travel and accommodation incurred by the Purchaser for subsequent reinspection and/or testing (if any).
6.5 Any inspections or tests carried out under Clauses 6.3 and/or 6.4 above shall not in any way relieve the Supplier from any of its obligations under the Order or from those existing either in common law or by statute or any part thereof.

7. DELIVERY

7.1 Time shall be of the essence of the Order.
7.2 The Purchaser reserves the right to extend the date of delivery of the Order.
7.3 In the event of the Order Performance not being met on the date and (if applicable) the time or any of the dates and times specified in the Order, the Purchaser reserves the right to cancel the Order or part thereof. In such circumstances, pursuant to Clause 8 the Purchaser may obtain the Order or any part thereof from a third party. Without prejudice to any rights or remedies available to the Purchaser, the Supplier shall pay to the Purchaser any excess expenditure incurred directly or indirectly by the Purchaser as a result of such cancellation.
7.4 All deliveries of Goods will be at the Supplier’s own risk and expense.
7.5 The Purchaser shall be under no obligation to accept delivery of the Order before the date(s)specified in the Order.
7.6 The Order Performance shall be made to the address as shown on the Order unless the Supplier is subsequently advised in writing by the Purchaser of a change of address. In the event that the Order Performance is made to the wrong address, the Purchaser reserves the right (at its discretion) to refuse to accept the Order Performance at that address or charge the Supplier for the cost of subsequent transfer.
7.7 Without prejudice to its other rights, the Purchaser shall be entitled to recover liquidated damages from the Supplier as specified in the Order, in the event of the Supplier failing the Order Performance to the full satisfaction of the Purchaser by the date specified in the Order. The Purchaser reserves the right to deduct any sums due to it under this Clause from any outstanding payments due to the Supplier by the Purchaser.
7.8 The Supplier shall, at the Purchasers discretion, repair or replace free of charge any item(s) damaged or lost whilst in transit.
7.9 All deliveries must be appropriately packed for the mode of delivery and in compliance with all applicable packaging regulations.

8. REJECTION AND RESCISSION

If the Goods, Works or Services do not comply with the Order or any of the terms and conditions are breached or not complied with by the Supplier, or it is evident that the Supplier will be unable to perform its obligations, the Purchaser shall at its discretion be entitled, but not obliged to treat the Order as repudiated or reject and/or rescind the Order (notwithstanding that the property relating to the Order may have passed) by giving written notice to the Supplier and the following conditions shall apply:
(i) the Supplier shall repay to the Purchaser any monies paid by the Purchaser in respect of the rejected Order.
(ii) the Supplier shall be fully accountable to the Purchaser for any direct or indirect loss the Purchaser may have suffered arising from or out of such repudiation, rejection and/or rescission including but not limited to the reasonable costs incurred by the Purchaser in obtaining replacement Goods, Works or Services from a third party; and
(iii) any such repudiation, rejection and/or rescission shall be without prejudice to the accrued rights of either party.

9. RISK & TITLE OF GOODS

9.1 Subject to the provisions of Clause 5.3, the property and risk in the Goods shall pass to the Purchaser on acceptance by the Purchaser or (in the case of delivery by instalments) on the acceptance by the Purchaser of each instalment.
9.2 If the Supplier postpones delivery at the request of the Purchaser title shall pass to the Purchaser seven days after the date of receipt of notification from the Supplier that the delivery is ready for dispatch however the risk remains with the Supplier until actual delivery has been completed.

10. PURCHASER’S PROPERTY

10.1 The Supplier shall ensure that any drawings, data, goods, tools, materials, equipment or any other property provided by, through or on behalf of the Purchaser for use by the Supplier shall at all times be:
(a) clearly identified and marked as being the property of the Purchaser; and
(b) stored separately from any other property belonging to the Supplier or a third party.
10.2 The Purchaser reserves the right to repossess such property at any time and the Supplier shall grant an irrevocable right and licence to the Purchaser its servants or agents to enter with or without vehicles upon all or any of its premises or any land or premises occupied by the Supplier or wherever such property is located. The right shall continue to subsist notwithstanding the termination of the Order for any reason and is without prejudice to any other rights of the Purchaser under or in respect of the Order or otherwise.

11. PRICE AND PAYMENT

11.1 Prices shall remain as stated in the Order and shall not be subject to variations, unless agreed in writing by the Purchaser.
11.2 The Supplier shall send to the Purchaser as soon as reasonably practicable after the Order Performance a Value Added Tax invoice.
11.3 Prices quoted shall be exclusive of Value Added Tax and shall be deemed to be inclusive of any other form of purchase tax and/or import duties applicable from time to time. Value Added tax at the appropriate rate where chargeable shall only be paid by the Purchaser on receipt of a valid Value Added Tax invoice. Where Incoterms apply, unless otherwise stated, Delivery At Place (DAP) will be applicable.
11.4 Payment shall be made in accordance with the payment terms stated on the Order. If no payment terms are stated on the Order payment shall be net 30 days.
11.5 The period for payment shall begin to run on receipt of the correct and fully detailed invoice.
11.6 The Purchaser reserves the right to deduct from any monies due or becoming due to the Supplier any monies due from the Supplier to the Purchaser whether under the Order or otherwise in respect of materials supplied or services rendered by the Purchaser or any other sums due to the Purchaser from the Supplier.
11.7 Invoices are submitted by the Supplier to the Purchaser by email to [email protected].

12. SITE WORKS

12.1 Where the Order requires the Supplier to assemble, construct, fit, install or carry out any of the works on the Site, the following terms and conditions shall apply:
(i) The Supplier will provide all the necessary plant tools machinery, materials and labour to enable the Supplier to carry out the works specified in the Order. The Supplier shall provide the Purchaser on request with such drawings, reports, specifications, designs or other documents as used by the Supplier in connection with the works.
(ii) The Supplier will be required to provide a competent representative on the Site who will report to the Purchaser as the Purchaser may direct and who will liaise with the Purchaser’s own Project Manager or such other person nominated by the Purchaser.
12.2 The Supplier will at its own cost replace, repair or reinstate as the Purchaser may require any of the Purchaser’s buildings, equipment and/or property which may be lost, damaged or destroyed by the Supplier during the execution of the work.
12.3 During or on completion of the works, no off cuts, waste or other materials remaining will be removed from the Site without the Purchaser’s prior consent.
12.4 The Purchaser reserves the right to request the Supplier to remove its employees where in the Purchaser’s sole opinion be unsatisfactory or unsuitable for work on the Site.
12.5 All plant, tools, machinery and materials necessary for carrying out the work will be of a standard approved by the Purchaser and the Supplier shall be responsible for all disbursements, costs and charges in providing welfare facilities for the Supplier’s personnel including (inter alia) accommodation, subsistence, medical facilities, food, work permits and transport to and from the Site.
12.6 The Supplier shall conform and ensure that its employees and sub-contractors conform with all statutes, statutory rules, orders, directives or regulations in force at the time in respect of employment of the Supplier’s personnel for the execution of this Order. In particular the Supplier shall, in relation to the work and the Supplier’s employees and sub-contractors employed thereon, observe the provisions of the Factories Act 1961, the Health and Safety at Work Act 1974 (or any statutory modification or re-enactment thereof) and all other existing statutory provisions and all orders and regulations made there under and any health and safety and/or security rules of the Purchaser.
12.7 The Supplier warrants that it is and shall for the duration of the performance of the works remain fully compliant with all applicable rules and regulations in force relating to security whether imposed by the Purchaser or by statute or regulation.

13. WARRANTY

13.1 Without prejudice to any other rights and remedies of the Purchaser, the Supplier warrants that:
(a) the design, supply, use and quality of the Order will comply in all respects with any statute, statutory rule, order, directive or statutory licence, consent or permits which may be in force at any time; and
(b) the Order Performance and all supporting literature and documentation comply with all trade descriptions (within the meaning of the Trade Descriptions Act 1968 or any statutory modification or re-enactment thereof) applicable.
13.2 Where applicable and unless otherwise agreed in writing by the Purchaser, the Supplier warrants to have all necessary licences and comply with all relevant government regulations.
13.3 The Supplier shall indemnify the Purchaser against all claims proceedings damages losses expenses or liabilities the Purchaser may suffer or incur by reason of any breach or alleged breach of the warranties contained in this Clause.

14. DEFECTS LIABILITY

14.1 If within twelve months of: (i) the Service having being supplied (if any);and (ii) the Works having been completed (if any); and (iii) the Goods having been put into service (if any); any defect relating to the Order shall be discovered or arise under normal use attributable to faulty design, materials or workmanship the Supplier shall without prejudice to any other rights or remedies of the Purchaser promptly replace, repair, re-work or remedy the defect to the Purchaser’s satisfaction or replacement without charge to the Purchaser.
14.2 Where the parties agree a guarantee period in excess of twelve months, Clause 14.1 shall be deemed to be amended to provide for such longer periods.
14.3 The provisions of this Clause shall apply to any replacement Goods, Services or Works as if they were Goods, Works or Service but shall not prejudice any of the Purchaser’s rights resulting from any defects in the Order.

15. INSURANCE

15.1 The Supplier shall maintain adequate insurance to the full value of the Order.
15.2 The Supplier shall maintain at all times adequate insurance with a reputable insurer acceptable to the Purchaser against the liabilities in Clauses 14 and 16. The Supplier shall, at the Purchaser’s request, produce for inspection any such policy or policies or such documentary evidence of the same and/or evidence of payment of premium as the Purchaser may require.

16. INDEMNITY

16.1 The Supplier shall indemnify the Purchaser against the following:
(i) loss, damage or personal injury including death arising from, or caused by or contributed to the negligent act or omission of the Supplier or its servants, agents, or sub-contractors or arising from any breach of any terms and conditions of the Order or any alleged fault or defect (howsoever arising) in the materials, workmanship or quality of the services supplied by the Supplier and against all claims, demands, proceedings, damages, costs, charges and expenses whatsoever in respect thereof or in relation thereto;
(ii) loss or damage to property of the Purchaser or third parties and all claims in respect of personal injury (including death) howsoever caused to or by any of the employees, servants, agents or subcontractors of the Supplier in performance of this Order.

17. CONFIDENTIALITY

17.1 The Order and the subject matter thereof shall be treated as confidential between the parties and shall not be disclosed or publicised by the Supplier to any third party for any reason without the Purchaser’s prior written consent.
17.2 The Supplier shall not advertise, announce, or otherwise publicise in any form or cooperate or allow to be advertised, announced or otherwise publicised that the Order is to be or has been supplied by it to the Purchaser or otherwise use the Purchaser’s name or any other form of identity without the Purchaser’s prior written consent.
17.3 The Supplier shall not copy or otherwise make available to any third party any specifications, drawings, patterns, tools, tooling of any kind, written instructions, or other instructions or technical papers supplied by the Purchaser or produced by the Supplier at the Purchaser’s cost for the purpose of the Order and the same shall remain the property of the Purchaser and must be returned to the Purchaser on demand free of charge.

18. DATA SECURITY

All data transferred by means of an electronic and/or hard copy between the Purchaser and the Supplier, whether or not it is part of the Order or forms part of the Order, must be transferred securely ensuring integrity and confidentiality of the data is not compromised. The most appropriate method of transfer must be agreed by both parties depending on the sensitivity and nature of the data. In the event that there is a loss of any data whatsoever or the data has been mishandled howsoever, then the Supplier is wholly responsible for notifying the Purchaser in a timely manner and indemnifying the Purchaser against all losses, costs, expenses, damages, liabilities, demands, claims, actions or proceedings which the Purchaser may incur as a result of such loss or mishandling.

19. DATA PROTECTION

19.1 Where, in relation to this Order, the Purchaser will be the controller and the Supplier will be the processor of any personal data, it is hereby agreed that in addition to and notwithstanding any other right or obligation arising under this Order, the Supplier shall:
(a) Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the potential risks for the rights and freedoms of individuals concerned, take all technical and organisational measures to ensure a level of security appropriate to the risk and as necessary or desirable to ensure that personal data is protected against loss, destruction and damage, and against unauthorised access, use, modification, disclosure or other misuse;
(b) process personal data only on the documented instructions of the Purchaser (including with regard to transfers of personal data outside the European Economic Area or the UK or to an international organisation, unless the Supplier is otherwise required to process personal data by European Union, Member State and/or UK law to which the Supplier is subject, in which case the Supplier shall immediately inform Purchaser of that legal requirement unless prohibited by that law on important grounds of public interest), and shall not process the personal data for any other purpose;
(c) take reasonable steps to ensure that the Supplier’s employees which are authorised to process the personal data are subject to binding confidentiality obligations in respect of the personal data;
(d) assist the Purchaser in ensuring compliance with its obligations under Articles 32 to 36 of the GDPR, and with fulfilling its obligations to respond to requests in respect of data subject rights, taking into account the nature of the processing and the information available to the Supplier;
(e) at the Purchaser’s election, (unless European Union, Member State or UK law requires storage of the personal data) delete or return all personal data and existing copies to the Purchaser at the end of the provision of any Goods, Works or Services provided pursuant to the Order;
(f) make available to the Purchaser all information necessary, and allow for and contribute to
audits and inspections conducted by the Purchaser or the Purchaser’s mandated auditor, to
demonstrate the Supplier’s compliance with its obligations under this clause; and
(g) not authorise a third party (sub-contractor) to process the personal data without the prior
written consent of the Purchaser.
19.2 The Supplier shall notify the Purchaser immediately if:
(a) in the Supplier’s opinion, any instruction given by the Purchaser infringes any applicable data protection legislation; or
(b) it becomes aware of any breach of security, unauthorised or unlawful processing, compromise, loss, destruction, damage or corruption of any personal data in respect of which the Purchaser is the controller.

20. STATUTORY REQUIREMENTS

20.1 The Supplier undertakes, warrants, and represents that:
(a) neither the Supplier nor any of its officers, employees, agents, contractors, subcontractors, or workers otherwise employed throughout its supply chain has: (i) committed an offence under any applicable human rights related laws, statutes, regulations, and codes in force from time to time including, but not limited to, the Human Rights Act 1998 (‘Human Rights Law’) (‘Human Rights Offence’); or (ii) committed an offence under any applicable anti-slavery and human trafficking-related laws, statutes, regulations, and codes in force from time to time including, but not limited to, the Modern Slavery Act 2015 (‘Modern Slavery Law’) (‘Modern Slavery Offence’); or (iii) been notified that it is subject to an investigation, inquiry, claim, action, proceeding, or complaint relating to an alleged Human Rights Offence or Modern Slavery Offence or prosecution under Human Rights Law or Modern Slavery Law; or (iv) become aware of any circumstances within its supply chain that could give rise to an investigation, inquiry, claim, action, proceeding, or complaint relating to an alleged Human Rights Offence or Modern Slavery Offence or prosecution under Human Rights Law or Modern Slavery Law; (b) it shall comply with Human Rights Law and Modern Slavery Law and aim to reduce the risk of Human Rights Offences and Modern Slavery Offences within its supply chain or otherwise within its business to as low as reasonably practicable. This shall include the provision of information and training to all of its officers, employees, agents,
contractors, subcontractors, and workers otherwise employed throughout its supply chain to ensure understanding and awareness of meeting its own obligations under Human Rights Law and Modern Slavery Law. It shall also undertake risk assessments to identify Human Rights Offences and Modern Slavery Offences, and provide effective remedies of any Human Rights Offences or Modern Slavery Offences whether identified through such risk assessment or any other channel. (c) all of its officers, employees, agents, contractors, subcontractors, and workers otherwise employed throughout its supply chain are paid in compliance with applicable local employment laws, including those requiring the payment of a minimum wage, and that all of the aforementioned parties are free from any form of debt bondage or financial burden linked to the rendering of their services such as the withholding of wages or the imposition of recruitment fees. (d) where any of its officers, employees, agents, contractors,
subcontractors, or workers otherwise employed throughout its supply chain will have occasion to work on the Purchaser’s premises or at a place of work in any way under the Purchaser’s control, all of the aforementioned parties will be informed of and have access to a means for reporting an actual or suspected instance or risk of Human Rights Offences or Modern Slavery Offences including slavery or human trafficking which bears a connection to this Order in any way whatsoever. The Purchaser reserves the right to speak independently to those aforementioned parties where it has reason to believe that any of the Supplier’s obligations under clause 20 have been breached. (e) it shall notify the Purchaser immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents, contractors, subcontractors, or workers otherwise employed throughout its supply chain have breached or potentially breached any of the Supplier’s obligations under clause 20. Any notice
under this clause 20.1(e) shall set out full details of the circumstances concerning the breach or potential breach of the Supplier’s obligations, remedial action taken, and action taken to prevent further breaches.
20.2 The Supplier shall comply with all applicable anti-bribery and anti-corruption legislation (“Anti-Bribery Law”) including the Bribery Act 2010 (the “Bribery Act”), as may be amended from time to time.
20.3 Throughout the term of this Order the Supplier shall maintain and enforce its own policies and procedures relating to Human Rights Law, Modern Slavery Law, and Anti-Bribery Law (including adequate procedures for the purposes of the Bribery Act) to ensure compliance with all Human Rights Law, Modern Slavery Law, and Anti-Bribery Law. Whether the Supplier has ‘adequate procedures’ shall be determined by reference to section 7(2) of the Bribery Act and any guidance issued under section 9 of the Bribery Act.
20.4 The Supplier shall procure that all persons associated with the Supplier (as defined by section 8 of the Bribery Act) including any contractors, subcontractors and suppliers comply with the provisions of this clause 20. All of the aforementioned parties will be informed of and have access to a means for reporting an actual or suspected breach of Anti-Bribery Law.
20.5 The Supplier shall permit the Purchaser and its third party representatives to have access to, and take copies of, the Supplier’s records, policies, procedures and any other materials as may reasonably be requested by the Purchaser, and to meet with the Supplier’s officers, employees, agents, contractors, subcontractors, and workers otherwise employed throughout its supply chain in each case in order to audit the Supplier’s compliance with its obligations under this Order and allow the Purchaser to meet its own obligations under Human Rights Law, Modern Slavery Law, and Anti-Bribery Law.

This order is placed under Therma Mech Conditions of Contract unless otherwise agreed.
Registered Office: Cargo Works, Office Block 1, Cumberland Road, Bristol BS1 6ZU
Registered in England No 08558628
www.thermamech.com
20.6 A person who is not a party to the T and Cs has no right under the Contracts (Rights of Third Parties) Act 1999.
20.7 The Supplier confirms that it conforms and complies at all times with all relevant legislation.
20.8 Any breach of clause 20 by the Supplier shall be deemed a material breach of the Order and shall entitle the Purchaser to terminate the Order.
20.9 In the event of any breach of clause 20 by the Supplier, the Supplier shall act to resolve such breach in accordance with the Purchaser’s instructions. Without prejudice to the Purchaser’s right to terminate the Order under clause 20.8, where the Supplier has failed to resolve any breach of clause 20 within a reasonable time (as determined by the Purchaser at its sole discretion), the Purchaser shall be entitled to withhold such payment as may be due for the Goods, Services and/or Works until such time as the supplier has acted to resolve the breach.

21. INTELLECTUAL PROPERTY RIGHTS

21.1 All intellectual property in both tangible and electronic format including drawings, transparencies, prints, photographs, negatives, working notes and books (“Intellectual Property”) created for or supplied by the Purchaser shall be the property of the Purchaser. Any originals and all copies shall be returned to the Purchaser on completion of the Order.
21.2 All documents drawings technical know-how, software calculations, computer listings, designs and inventions developed by the Supplier pursuant to this Order whether fully or partially completed shall be the property of the Purchaser and the copyright for the same shall be vested in the Purchaser.
21.3 Each party grants the other party a royalty-free, non-exclusive licence to use any of its Intellectual Property strictly necessary for the purpose of carrying out the Order. The Supplier grants the Purchaser a royalty-free, non-exclusive licence to use any of its Intellectual Property strictly necessary for any purpose in connection with the Goods, Works or Services. Neither party may grant any sub-licence to use the other’s Intellectual Property except that the Purchaser may allow any person working for or on behalf of the Purchaser to use the Suppliers’ Intellectual Property for the purpose of carrying out the Order and any other purpose in connection with the Goods, Works or Services.
21.4 The Purchaser reserves the right to repossess such intellectual property at any time and the Supplier shall grant an irrevocable right and licence to the Purchaser its servants or agents to enter with or without vehicles upon all or any of its premises or any land or premises occupied by the Supplier or wherever such property is located. The right shall continue to subsist not withstanding the termination of the Order for any reason and is without prejudice to any other rights of the Purchaser under or in respect of the Order or otherwise.

22. INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS

22.1 Without prejudice to the other rights and remedies, the Supplier shall fully indemnify and hold harmless the Purchaser against any and all actions, claims, demands, proceedings, damages, costs, charges and expenses (including without limitation legal fees and costs and consequential loss and damage resulting directly or indirectly at any time from the purchase, exploitation, marketing, supply or other use of the Goods, Works or Services) in respect of any alleged or actual infringement of any patent, registered design, copyright or other intellectual property right.
22.2 If at any time allegation of infringement of any intellectual property rights is made or in the Purchaser’s reasonable opinion is likely to be made, then the Supplier will, at its own cost, either:
(i) procure for the Purchaser the right to continue to use the Goods, Works or Services without infringing any rights in any or all ways and in and for any or all purposes for which it dealt with or was dealing or intended to deal with the goods, works or services prior to the allegation of its likelihood arising; or
(ii) replace the Goods, Works or Services which do infringe any intellectual property rights to comply with the Specification.

23. DOCUMENTATION, INFORMATION, AND TRAINING

23.1 The Supplier will provide for the Purchaser where applicable no later than the date of delivery or installation of the Order:
(i) any operator’s manuals, instruction manuals, list of recommended spares and other supporting information; and
(ii) sufficient information about the use for which the goods, works or services have been designed and have been tested; and
(iii) detailed information about any conditions or procedures required to ensure that, when put to use, they will be safe and without risk to health.
23.2 If any Goods are perishable or have a life expectancy of a fixed duration or if there are any circumstances known to the Supplier which could adversely affect the life span of the Goods, then the Supplier shall immediately advise the Purchaser in writing all such necessary and appropriate information relating thereto which information shall upon receipt by the Purchaser but not before form part of the description of the Order (or part thereof).
23.3 If requested, the Supplier will, at no cost, allow the Purchaser the opportunity to attend the Supplier’s factory or premises for the purposes of receiving training as may be deemed necessary for the effective use, functioning and maintenance of the Goods. The Supplier will provide at no cost to the Purchaser suitably qualified personnel for the purpose of giving the Purchaser’s employees such training.
23.4 The Purchaser, acting reasonably, shall approve the format of the Supplier’s application and any subsequent Supplier’s invoice. It is a condition precedent to payment that the Supplier’s application and any subsequent Supplier’s invoice is presented in the form previously approved by the Purchaser.
23.5 The Purchaser, acting reasonably, shall approve the format for submission of the Supplier’s quotation for any agreed addition/variation/amendment to the Order.

24. CANCELLATION

Without prejudice to its other rights and remedies the Purchaser reserves the right to cancel the Order for any reason and at any time upon giving the Supplier notice in writing. Save in the event of breach of contract by the Supplier a reasonable price will be paid by the Purchaser for all work in progress at the date of cancellation which is subsequently accepted by the Purchaser on cancellation. The Purchaser shall not be liable for any other direct or indirect cost or loss to the Supplier including (but not limited to) indirect loss, consequential loss or loss of business or opportunity.

25. AVAILABILITY OF SPARES

25.1 The Supplier will make available to the Purchaser on demand an appropriate quantity and range of spares for the Goods for a minimum period of 10 years from the date of the last delivery.
25.2 Without prejudice to the Purchaser’s other rights and remedies, in the event of the Supplier being unable to comply with the provisions of this clause, the Supplier will provide at no cost sufficient information and technical data to enable the Purchaser to manufacture or obtain such spares.

26. FORCE MAJEURE

If the Supplier fails to perform any part of the Order, as a consequence of an event of Force Majeure, the Purchaser may at its discretion suspend or cancel the Order, in whole or in part, without any liability to the Supplier for payment for such suspended or cancelled part.

27. ASSIGNMENT

The Supplier will not without the prior written consent of the Purchaser assign transfer or subcontractor otherwise deal with the whole or any part of the Order or the benefit thereof or rights thereunder.

28. INSOLVENCY

Without prejudice to its other rights the Purchaser will have the right forthwith to cancel the Order by notice in writing to the Supplier in the event that:
(a) any person enforces any security or guarantee against the Supplier;
(b) on the Supplier being unable to pay its debts as defined in section 123 of the Insolvency Act1986 (as amended from time to time) (“1986 Act”);
(c) any formal step taken in connection with the bankruptcy, sequestration, winding up, dissolution or administration of the Supplier (whether out of court or otherwise) including:
(i) the presentation of a petition or an application for its administration;
(ii) the filing of a notice of intention to appoint an administrator to a party pursuant to paragraph14 of Schedule B1 to the 1986 Act;
(iii) the presentation of a winding up petition for the winding up of the Supplier;
(iv) the appointment of an administrator, a liquidator, interim liquidator, receiver, administrative receiver, or manager (whether out of court or otherwise) to the Supplier;
(d) any meeting of creditors of a party being held or any arrangements or composition with or for the benefit of its creditors (including any voluntary arrangement as defined in the 1986 Act being proposed or entered into by or in relation to the Supplier.

29. WAIVER

Failure by the Purchaser to exercise or enforce any right conferred by the Order shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise of enforcement thereof or of any other right on any later occasion.

30. LAW AND JURISDICTION

The Order shall be governed construed and interpreted in accordance with the local law of the address of delivery of the Services. The parties hereby agree to submit to the sole jurisdiction of the Courts of that local law in respect of any dispute arising out of or in connection with the Order or these terms and conditions.

31. LIVING WAGE

31.1 The Supplier agrees to pay all of its personnel who are directly employed by the Supplier in respect of the Services or Works not less than the Living Wage and ensure all employees of its contractors and sub-contractors performing the Services or Works are paid not less than the Living Wage for the term of this Order if and for so long as such personnel, employees, contractors or sub-contractors:
(a) are not apprentices or interns;
(b) are aged 18 or over;
(c) work for:
(i) at least 2 hours in any working day and for at least 8 consecutive weeks in any calendar year; or
(ii) at least 16 working days within 8 consecutive weeks;
(d) and either:
(i) work on the Purchaser’s premises and/or any site or property which is owned or in the control of the Purchaser in the United Kingdom, or work wholly and directly on behalf of the Purchaser in providing the Services or Works to the Purchaser’s domestic UK domestic or business customers, or prospective customers, from a place of work which is located in the United Kingdom; or
(ii) work on any site or property of the Purchaser’s in the United Kingdom’s Exclusive Economic Zone (excluding British Overseas Territories, the Crown Dependencies and the British Antarctic Territory).
31.2 The Supplier agrees to implement any change to the Living Wage by the LW Implementation Date.
31.3 The Supplier shall demonstrate compliance in accordance with the clause for its direct employees as well as employees of its contractors and sub-contractors. The Supplier shall also cooperate in good faith with all reasonable requests made by the Purchaser for information purposed to confirm the Supplier’s compliance with its obligations under this clause 31. The Supplier shall make available to the Purchaser all information necessary, and allow for and contribute to audits and inspections conducted by the Purchaser or the Purchaser’s mandated auditor, to demonstrate the Supplier’s compliance with its obligations
under this clause 31. The audit rights under this clause 31.3 are in addition to and without prejudice to any further audit or inspection obligations of the Supplier or rights of the Purchaser agreed elsewhere in this Order and each may be exercised separately. Audits or inspections carried out in accordance with this clause 31.3 shall be at the Purchaser’s expense unless the audit or inspection identifies a material breach of the Supplier’s obligations under this clause 31 in which case the Supplier shall reimburse the Purchaser for all its reasonable costs incurred in the course of the audit or inspection.
31.4 In the event of non-compliance with this clause by the Supplier, the Supplier shall act to resolve any non-compliance and will resolve in accordance with the Purchaser’s instructions, where these are issued, to resolve any non-compliance, which shall include backdating any applicable payments to the LW Announcement Date. The backdating of payments shall be undertaken entirely at the cost of the Supplier, and the Supplier shall have no right to recover such costs of non-compliance or the costs of resolving non-compliance from the Purchaser. In the event the Supplier has not resolved the non-compliance within a reasonable time (as determined by the Purchaser in its sole discretion), the Purchaser shall be entitled to withhold such payment as may be due for the Services or Works until such time as the Supplier has acted to resolve the non-compliance or the Purchaser shall be entitled to cancel this Order in accordance with clause 24.

32. PERSONNEL

32.1 The Supplier shall, at all times:
(a) ensure that any Supplier Personnel engaged or involved in the supply of Services or Works to the Purchaser shall:
(i) not be contracted (whether directly or indirectly) through an “intermediary” (which shall include, but not be limited to, a company in which the member of Supplier Personnel in question has a material interest, a partnership of which the member of Supplier Personnel in question is a member and is entitled to at least sixty (60%) of the profits or an individual); and
(ii) have pay as you earn (“PAYE”) and national insurance contributions (“NICs”) applied to their earnings (whether by the Supplier, an agency or another third party);
(b) warrant, represent and undertake, at the date of each Order and on a continuing basis throughout the term of each Order, that it is not itself an “intermediary” as described in clause 32.1(a)(i) above;
(c) notify the Purchaser in writing within forty (40) business days of the change if, at any point
during the term of any Order, its ownership structure changes such that it becomes an “intermediary” as described in clause 32.1(a)(i) (and shall provide the Purchaser with all information and assistance required by the Purchaser in relation to such change in ownership structure); and (d) indemnify, keep indemnified and hold the Purchaser harmless against all claims, costs, expenses (including reasonable legal expenses and other professional fees (together with any VAT thereon)), liabilities, damages or losses whatsoever and howsoever arising (including, but not limited to, PAYE, NICs, Apprenticeship Levy (as introduced under the Finance Act 2016) and penalties and interest) incurred or suffered by the Purchaser arising out of or in connection with: (i) any breach by the Supplier of the obligations, warranties, representations and undertakings set out in clauses 32.1(a), 32.1(b) and/or 32.1(c) above; and/or (ii) any determination or finding that any individual engaged or involved in the supply of Services and/or Works to the Purchaser or under any Order via an “intermediary” (as defined in clause 32.1(a)) is deemed to be an employee.
For the avoidance of doubt, and notwithstanding any other provision of these T&Cs and/or
any Order, there shall be no limitation on the Supplier’s liability to the Purchaser under
clause 32.1(d).
32.2 Any breach of clauses 32.1(a), 32.1(b) and/or 32.1(c) shall be deemed to be a material breach of the relevant Order or Orders and shall allow the Purchaser to terminate the relevant Order or Orders under clause 24 without further liability to the Supplier.
32.3 Where the Purchaser is seeking to enforce the indemnity under clause 32.1(d) in respect of a third party claim (an “Off-Payroll Claim”), control of such Off-Payroll Claim shall remain with the Purchaser. The Supplier shall provide the Purchaser with such assistance as is required by the Purchaser (acting reasonably) regarding the Off-Payroll Claim, at the Supplier’s own cost.