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Terms & Conditions

DEENSIDE LIMITD – GENERAL PURCHASING CONDITIONS

1 Definitions and Introductions

“We”, “us” and “our” means Deenside Limited. “You” means you the supplier “Specification” means any specification and/or drawing. Our agreement with you (the “Contract”) consists of: (i) any “Purchase Order” or “Delivery Schedule Order” (an “Order”) that we issue to you; (ii) any duly signed contract which applies to our purchase of goods and/or services from you; (iii) these Conditions of Purchase; (iv) any Specifications and safety, health and environmental requirements that we you; and (v) the Deenside Tooling and Deenside Property Terms; (vi) our quality and other requirements or procedures made available to you (via Deenside’s website or otherwise). If there is any inconsistency between any parts of the contract, the parts placed higher in this list will prevail.

2 Your conditions excluded

2.1 Any Order that we place on you will be deemed to be accepted the earlier of any written acknowledgement that we receive from you or 7 days after the date of the Order.

2.2 If you seek to impose additional or different terms of our purchase, including through any acceptance to our Order, they will not for, part of the Contract and are excluded and rejected by these General Purchasing Conditions.

3 Delivery

3.1 You must deliver goods and/or services that we order in accordance with the delivery terms and dates set out in the Contract. If any goods/or services are not delivered on time, we may cancel the relevant Order and terminate the Contract.

3.2 Goods must be delivered DDP our facility (as defined in current Incoterms), unless another part of the Contract states different delivery terms. Ownership of the goods you deliver will transfer to us on delivery.

3.3 All goods must be packaged so as to protect them adequately before, during and after delivery and, if we require, each delivery shall be accompanied, in a form acceptable to us, by a certificate of conformity and/or up-to date material safety data sheet.

4 Quality, rejection and Indemnity

4.1 Any goods or services (and any associated technology) supplied by you must: (i) conform to any Specification or other requirements referred to in the Contract; (ii) comply with all applicable legal requirements and regulations, including those relating to transportation, health, safety and the environment; and (iii)not infringe the intellectual property rights of any third party.

4.2 Any goods supplied by you be: (i) of the quantity and description specified in the Contract; (ii) of satisfactory quality; (iii) fit for their normal purpose and any specific purpose we inform you about or which you ought reasonably be aware; (iv) free from defects in design, material and workmanship; and (v) free from any encumbrances.

4.3 Any services supplied by you must be: (i) performed efficiently, safely and competently by suitably qualified and experienced personnel, in conformity with any applicable industry code of practice; and (ii) of the quality which would reasonably be expected from a skilled and experienced operator providing equivalent services in the same circumstances.

4.4 We may (but are not obliged to) inspect and test the goods delivered by you and may reject and return (at your risk and expense) any goods that fail to conform with the terms of the contract. You must replace such rejected goods within a reasonable time (being not more than 15 days after notice of rejection) with goods that do comply with the Contract. Ownership and risk of the goods rejected by us will transfer to you upon notification by us to you of such rejection.

4.5 You will reimburse us for all losses, damages, costs and expenses (including reasonable legal fees) or other claims (including third party claims) arising from or incurred as a result of: (i) any breach by you of the Contract; and (ii) any negligent act or omission by you or your employees, agents or sub-contractors in supplying goods and/or services pursuant to the Contract.

5 Invoicing and payment

5.1 We will pay you the price set out in the Contract (which will be inclusive of (i) delivery costs; and (ii) sales tax, including value added tax (“VAT”)) for the goods and services that you deliver in accordance with the Contract. You will be liable for any withholding taxes.

5.2 You may only invoice us for goods and/or services ordered by us on the later of: (i) the delivery date specified in the Contract; or (ii) the actual delivery date.

5.3 Invoices must show: the date of delivery, Order number, any applicable export control classification number, delivery address, description of goods/and or services and must be sent to the invoice address specified in the relevant Order. Invoices must be valid VAT invoices.

5.4 Payment will be due from us within 90 days of the end of the month of receipt by us of a validly issued invoice.

5.5 We may deduct from the price of the goods and/or services ordered by us any sums due to us under the Contract or any other contract between you and us.

5.6 If we fail to make any payment due under this Contract by the due date for such payment then as your sole remedy, we shall pay interest on the overdue amount at a rate of 1% per annum above the Bank of England base rate from time to time, subject to a maximum amount of 5% of the amount overdue, which the parties agree is a substantial remedy.

6 Confidentiality and Intellectual Property

6.1 You must not disclose to any other person or entity any confidential information belonging to us or any of our customers or suppliers or collaboration partners (including, without limitation, Specifications, formulae, manufacturing processes, know-how and any technical or economic information) or use such information for any purposes except for the supply of goods and/or services to us or as expressly authorised in writing by us. You must return to us such information and any copies if requested.

6.2 You must, on request, transfer to us, free of charge and free from encumbrances, any documents, Specifications, plans, samples, information or goods created or prepared for us by you or your employees, subcontractors and consultants, which we may use without any charge.

6.3 Intellectual property rights in any information, documentation, prototypes or tooling provided by us to you shall remain owned by us or our customers or our suppliers or our collaboration partners and shall only be used for the sole purpose of supplying goods and/or services to us. If any intellectual property rights are created or generated from such information, documentation, prototypes or tooling or in performing the Contract then such rights shall be owned by us.

6.4 You must not use any trademarks of ours (whether registered or unregistered) unless we have given express written consent.

7 Termination

7.1 We may cancel all or any part of any Order by giving you notice at any time prior to your full performance of the Order and in such event we will not be liable to pay the price for such goods or services but shall reimburse your reasonable and substantiated costs arising directly from such cancellation, except where such cancellation is as a result of your breach.

7.2 We may terminate the Contract: (i) for convenience by providing you with written notice; (ii) immediately if you or your parent company become subject to a bankruptcy or insolvency event or enter into a composition with any of your creditors; or (iii) if you breach the Contract, and, if the breach can be remedied, you fail to remedy such breach within 10 days receiving notice of the breach.

7.3 Termination of all or part of an Order or the Contract will not prejudice accrued rights.

8 General

8.1 You must comply with all applicable laws, regulations and codes including those concerning anti bribery, anti-corruption, anti-trust and export control. In the same manner as such policies apply to us.

8.2 You and your employees, agents and sub-contractors must abide by site and safety rules when on our property.

8.3 Our rights or remedies under the Contract will not limit any of our other rights or remedies, whether under the Contract or over wise.

8.4 Under no circumstances shall we be liable to you for an amount that exceeds the Contract price.

8.5 You will not be entitled to transfer or subcontract any of your rights or obligations under the Contract without our prior written consent. We shall have the benefit of the Contract and may purchase goods and/or services pursuant to the terms of the Contract.

8.6 Any failure or delay by us to enforce or partially enforce any provision of the Contract will not be a waiver of any of our rights.

8.7 If any of your employees transfer to us by law then we may dismiss him/her and you shall indemnify us for all costs arising from such dismissal.

8.8 The provisions of the United Nations Convention on Contracts for the International Sales of Goods are excluded.

8.9 For any purchases for U.S. Government end use, FAR and DFARS apply.

8.10 You shall not be entitled to suspend deliveries and/or performance of any goods or services as a result of any failure by Deenside to comply with any of its obligations under this Contract or if there is a dispute between the parties.

8.11 You shall maintain such insurance policies as are appropriate and adequate having regard to your size and your obligations and liabilities under this Contract, and you shall provide evidence of such insurance policies on request.

8.12 You must provide us with any information that we request relating to the goods and services supplied by you, all of which must be complete and accurate.

9 Law and Jurisdiction

The Contract shall be governed by English law. Any dispute arising out of or in connection with this Contract, including any existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat and place, of arbitration shall be London. The language of the arbitration shall be English. DEENSIDE LIMITED – TOOLING AND PROPERTY TERMS

1 Definitions

“We”, “us” and “our” means Deenside Limited. “You” means you the supplier. “Deenside Property” means any property provided by us to you for use in the supply of goods and/or services by you to us or for any other purpose.

“Supplier Tooling” means the bespoke tooling owned by you and put in place for the production of goods pursuant to the Contract.

“Deenside Tooling” means all prototypes, production tools, jigs, dies, fixtures, gauges, moulds, patterns, samples, special taps, special gauges, special test equipment, manufacturing aids and related software (and any intellectual property rights therein), purchased by us pursuant to a purchase order or provided by us to you and shall include all accessions, appurtenances, modifications, repairs, refurbishments and replacements to the aforementioned and any related drawings or technical documentation or other information in connection therewith.

2 DEENSIDE Tooling and DEENSIDE Property Terms

2.1 These Deenside Tooling and Deenside Property Terms apply to all and any Deenside Tooling and/or Deenside Property provided or purchased by us to/from you in the past and in the future.

2.2 You must abide by these Deenside Tooling and Deenside Property Terms to ensure continuity of supply to our end customers.

3 DEENSIDE Tooling and DEENSIDE Property

3.1 All Deenside Tooling and/or Deenside Property is solely owned by us with full legal, beneficial and equitable title to the Deenside Tooling and/or Deenside Property remaining with us at all times.

3.2 The Deenside Tooling and/or Deenside Property is in the possession and control of you on a fiduciary basis from us. In any dispute concerning the ownership of the Deenside Tooling and/or Deenside Property, there is a rebuttable presumption that we are the sole legal, beneficial and equitable owner of the Deenside Tooling and/or Deenside Property.

3.3 Except as provided for in clause 3.5 below, you have no property or other rights in the Deenside Tooling and/or Deenside Property.

3.4 Upon delivery of the Deenside Tooling and/or Deenside Property to you, risk in the Deenside Tooling and/or Deenside Property shall pass to you and shall remain with you until the Deenside Tooling and/or Deenside Property is redelivered to us or our agent.

3.5 We grant you a revocable non-exclusive license to use the Deenside Tooling and/all Deenside Property at your premises for the sole purpose of fulfilling our purchase orders only until we request redelivery of the Deenside Tooling and/or Deenside Property to us or to our agent (which we may do at any time). You may not sub-licence the use of the Deenside Tooling and/or Deenside Property or use it for any other purpose except with our prior written consent.

3.6 With Respect to any Deenside Tooling and/or Deenside Property, you shall:

3.6.1 be solely and absolutely responsible for any loss or damage to the Deenside Tooling and/or Deenside Property arising from the use of the Deenside Tooling and/or Deenside Property (fair wear and tear excepted);

3.6.2 store and use the Deenside Tooling and/or Deenside Property at your premises in a proper manner in conditions which adequately protect and preserve the Deenside Tooling and/or Deenside Property and shall not remove the Deenside Tooling and/or Deenside Property from your premises without our prior written consent;

3.6.3 register and identify and label the Deenside Tooling and/or Deenside Property as our property and ensure that any identification and labelling is not tampered in anyway;

3.6.4 insure the Deenside Tooling and/or Deenside Property at its replacement value against loss or damage by fire, burglary, theft, storm, water damage, and any other risks typically covered by insurance;

3.6.5 supervise and use the Deenside Tooling and/or Deenside Property with the care customary in the industry and ensure, at your own cost that the Deenside Tooling and/or Deenside Property is fully inspected and maintained in good order and condition (fair wear and tear excepted);

3.6.6 immediately notify us of any breakdown or unsatisfactory working, loss, damage, theft and/or seizure of the Deenside Tooling and/or Deenside Property;

3.6.7 not alter, modify or otherwise tamper with the Deenside Tooling and/or Deenside Property or attach any accessories to the Deenside Tooling and/or Deenside Property without our consent;

3.6.8 not part with possession of the Deenside Tooling and/or Deenside Property or hand over the Deenside Tooling and/or Deenside Property to any third party or allow use of the Deenside Tooling and/or Deenside Property by any third party for any reason except where we have given prior written consent.

3.6.9 not assign, sell, sub lease, charge, pledge, mortgage, encumber or otherwise dispose of the Deenside Tooling and/or Deenside Property or any part of it or permit or create any lien over the Deenside Tooling and/or Deenside Property or part of it, and keep the Deenside Tooling and/or Deenside Property free from distress, execution and other legal process;

3.6.10 not attach the Deenside Tooling and/or Deenside Property to any land or premises so that in our reasonable opinion they become a property fixture, except to the extent reasonably necessary to allow the safe use and operation of the Deenside Tooling and/or Deenside Property;

3.6.11 give us and/or any of our agents free and unrestricted access to the premises at which the Deenside Tooling and/or Deenside Property is held on reasonable notice during ordinary business hours to inspect and/or audit the Deenside Tooling and/or Deenside Property;

3.6.12 make the Deenside Tooling and/or Deenside Property available for collection by us and/or any of our agents on written notice from us at any time and you hereby grant access right to us and/or our agents to the premises at which the Deenside Tooling and/or Deenside Property is held for the purpose of removal of the Deenside Tooling and/or Deenside Property;

3.6.13 waive any objection to our repossession and removal of the Deenside Tooling and/or Deenside Property at any time;

3.6.14 not scrap or destroy the Deenside Tooling and/or Deenside Property and shall comply with our reasonable instructions with respect to the disposal, scrapping, maintenance and/or retention of the Deenside Tooling and/or Deenside Property; and

3.6.15 not copy or reproduce the Deenside Tooling and/or Deenside Property.

3.6.16 We shall have full ownership of any scrap resulting from the Deenside Tooling and/or Deenside Property, and shall have the sole discretion as to its use, sale or disposal

4. Supplier Tooling

4.1 You hereby grant an exclusive, irrevocable option to purchase the Supplier Tooling at the net book value of the Supplier Tooling.

5. Law and Jurisdiction

5.1 The applicable law and jurisdiction clause in the Contract shall apply to these Deenside Tooling and Deenside Property Terms.