Purchase Order Terms & Conditions
1. The Order is issued subject to these Conditions, which govern both the Order and all business dealings between NID Systems and the Supplier relating to the Order. The NID Systems Order Number must be quoted on all communications in connection with the Order. Failure to do so may result in delayed processing, acceptance and payment.
2 All correspondence relating to the Order except invoices covered by 3 below must be addressed to NID Systems at the address set out in the Order.
3 All invoices must:
3.1 bear the Order number plus any additional number allocated;
3.2 quote your VAT registration number; and
3.3 be sent to NID Systems of SF18, Hartham Park, Corsham, Wiltshire, SN13 0RP, or sent electronically to Finance@NIDSystems.com
GENERAL CONDITIONS OF PURCHASE
In this Contract:
4.1 “NID Systems’ shall mean NID Systems of SF18, Hartham Park, Corsham, Wiltshire, SN13 0RP.
4.2 ‘Conditions’ means these terms and conditions for the purchase of the Deliverables;
4.3 ‘Confidential Information’ means any information which has been designated as confidential by you or NID Systems in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including the Management Information, information which relates to the business, affairs, properties, assets, trading practices, Services, developments, trade secrets, Intellectual Property Rights, know-how, personnel, customers and suppliers of you or NID Systems and all personal data and sensitive personal data within the meaning of the Data Protection Act 1998
4.4 ‘Contract’ shall mean the contract concluded by commencement of work under the Order or, if earlier, any acceptance of the Order communicated by you to NID Systems (whether in writing, orally or otherwise), whose terms shall comprise these Conditions;
4.5 ‘Deliverables’ shall mean any services or goods or materials provided pursuant to the Order;
4.6 ‘Force Majeure’ shall mean any event or occurrence which is outside the reasonable control of either party including (but not limited to) governmental regulations, fire, flood or any disaster.
4.7 ‘Order’ shall mean the purchase order;
4.8 ‘IPR’ means all present and future patents, inventions, trademarks, service marks, logos, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, database rights, domain names, trade or business names, moral rights and other similar rights or obligations whether registrable or not in any country (including but not limited to the United Kingdom) and the right to sue for passing off
4.9 ‘you’ or ‘your’ shall mean the person or body appearing against the word ‘Supplier’ on the front of the Order.
The headings used in these Conditions are for convenience and reference only and shall not affect their interpretation.
5. DELIVERY TITLE AND RISK
5.1 You must deliver the Deliverables, together, in the case of goods or materials, with a detailed delivery note quoting an Order number, by the date specified in the Order or, if none, by any reasonable time specified by NID Systems. Time shall be of the essence with regard to dates specified by NID Systems for the supply of Deliverables.
5.2 Title in the Deliverables shall vest in NID Systems upon delivery.
5.3 Risk in Deliverables shall remain with you until the Deliverables are delivered to NID Systems and signed for as accepted by an authorised signatory of NID Systems provided that if the Deliverables are subsequently rejected by NID Systems for any reason whatsoever (whether or not NID Systems is entitled to do so in accordance with these Conditions) and NID Systems gives you notice of such rejection, then risk in the Deliverables shall pass back to you forthwith.
5.4 If at any time deliveries under this Contract are suspended due to the happening of a Force Majeure event, then, without prejudice to its rights of termination or cancellation under clauses 17 and 18, NID Systems may at its discretion postpone delivery of the Deliverables for the period of suspension or such longer period as NID Systems may require, in which event NID Systems’s payment obligations shall be postponed for the equivalent length of time.
6.1 NID Systems is relying on your skill and judgment to, as appropriate depending on the nature of the Deliverables, select and/or provide it with suitable materials or perform services satisfactorily and in either event in accordance with the Order.
6.2 You shall comply with all applicable regulations or legal requirements (as appropriate depending on the nature of the Deliverables) concerning the production, packaging and delivery of any goods or materials and/or the performance of any services.
6.3 You shall at all times comply with all reasonable instructions and directions of NID Systems given in connection with the Order.
6.4 You warrant that the Deliverables will be produced or provided by appropriately qualified and trained personnel, who shall act with due competence, care and diligence and that any services that are part of the Deliverables will be provided to such high standard of quality as it is reasonable of NID Systems to expect in the circumstances.
6.5 You warrant that the Deliverables will be of satisfactory quality and fit for the purposes for which they are required by NID Systems and all Deliverables will comply in every respect with all specifications, designs or requirements provided or notified by NID Systems to you.
7.1 You warrant that the Deliverables will be original and will not infringe any third party’s IPR or be in any other way contrary to law or any relevant regulatory code. In the case of pre-existing works bought in by you and supplied as part of the Deliverables you will procure at your expense that NID Systems is granted a worldwide licence to use such works for all purposes for the full terms of the relevant IPR.
8 OWNERSHIP OF IPR IN DELIVERABLES
8.1 Except in the case of pre-existing IPR which may be supplied as part of the Deliverables and where consent to include such IPR has been obtained from NID Systems, NID Systems shall be the owner of any and all IPR in the Deliverables and you hereby assign, by way of future assignment, such IPR upon delivery or payment of the price of the Deliverables, whichever first occurs, and, unless otherwise specified overleaf, you agree to deliver the same to NID Systems and do all such things required by NID Systems to effect the assignment when so requested at no further charge.
9.1 All Deliverables must be packed securely so as to be delivered to NID Systems in perfect condition and in the event that the Deliverables are not delivered in good condition it shall be deemed that they were not packed in accordance with this provision.
9.2 Packaging material shall be supplied free of charge and shall not be returnable unless NID Systems has so agreed in writing prior to the time of delivery provided this does not conflict with any of NID Systems’s duties under applicable UK waste regulations.
9.3 Packaging shall be in accordance with any requirements specified from time to time by NID Systems and all Deliverables supplied shall carry such information as is specified by NID Systems. Packages containing deliverables supplied against drawings, part numbers or catalogues must be marked with the appropriate reference.
10 SAFE CUSTODY
10.1 You shall take good care of all Deliverables and any items entrusted to you by NID Systems, identify all such items as NID Systems’s and return them to NID Systems on demand.
11 PRICES AND PAYMENT
11.1 All prices specified in the Order by NID Systems are and shall remain fixed and, unless provision for variation of prices is expressly stated on the front sheet of the Order form, no variation is permitted. Unless agreed otherwise and stated on the front of the Order all expenses and disbursements are included within the price stated.
11.2 The benefit of all commissions, discounts, volume and other rebates must be passed on to NID Systems
11.3 Unless otherwise stated on the front of the Order, you may not issue any invoice under the Contract until all Deliverables have been delivered to NID Systems under this Contract.
11.4 Undisputed invoices will normally be paid 30 days following the last day of the month of the invoice unless otherwise agreed in writing.
12.1 You undertake to indemnify and hold harmless NID Systems, its clients and their respective assigns and licensees, from and against all and any costs (including without limitation legal costs), claims, expenses, actions, proceedings or damages incurred or suffered by them or any of their employees, agents or contractors as a result of any breach or alleged breach of your obligations, warranties, agreements and undertakings in this Contract.
13.1 You acknowledge that the Order and its subject matter are confidential to NID Systems and shall not be disclosed or publicised to any third party by you for any reason without NID Systems’s express prior written consent.
13.2 You undertake not to use the name, logo, trademarks or other identity of NID Systems (or any client of NID Systems for whom the Deliverables are to be supplied) for any advertising or publicity purposes or otherwise without NID Systems’s express prior written consent.
13.3 You shall not without NID Systems’s express prior written consent copy, publicise or make available to any third party any information supplied by NID Systems for the purposes of the Order.
14 RIGHT TO PUBLISH
14.1 You acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of the FOIA, the content of this Contract is not Confidential Information. NID Systems shall be responsible for determining in its absolute discretion whether any of the content of the Contract is exempt from disclosure in accordance with the provisions of the FOIA. Notwithstanding any other term of this Contract, you hereby gives your consent for NID Systems to publish the Contract in its entirety (but with any information which is exempt from disclosure in accordance with the provisions of the FOIA redacted), including from time to time agreed changes to the Contract, to the general public.
14.2 NID Systems may consult with you to inform its decision regarding any exemptions but NID Systems shall have the final decision in its absolute discretion.
14.3 You shall assist and cooperate with NID Systems to enable NID Systems to publish this Agreement.
15 Anti Bribery and GDPR
15.1 You acknowledge that NID Systems is subject to the requirements of the Anti Bribery Act 2010 and GDPR and shall assist and co-operate with NID Systems (at your expense) to enable NID Systems to comply with these requirements.
16 REJECTION OF DELIVERABLES
16.1 Notwithstanding any deemed acceptance of Deliverables and without prejudice to its statutory or common law rights, NID Systems shall be entitled to reject any Deliverables before or after delivery if the same do not conform to sample or are defective in workmanship or otherwise not satisfactory, not fit for the purpose or not in accordance with the Order or any drawings or specifications supplied by NID Systems
16.2 Where so rejected:
16.2.1 such Deliverables shall after notice thereof to you be held by NID Systems at your sole risk and expense until you shall collect the same;
16.2.2 terminate the Contract forthwith; and
16.2.3 you will repay in full to NID Systems whatever has already been paid to you in that regard unless NID Systems agrees in writing to allow you to arrange prompt correction, completion or replacement of any Deliverables to NID Systems’s satisfaction at your own expense (including transportation charges).
17.1 The risk of damage or injury to property or to third parties in the course of performance of the Contract in any part of the world (including the risk of loss or damage in transit to any of the Deliverables in your possession or control, third party risks and employer’s liability insurance (or similar) in respect of all employees, agents, representatives and sub-contractors of yours who shall at your request or directions be on NID Systems’s premises or elsewhere at any time for or in connection with the provision of the Deliverables) shall be yours and you shall take out full indemnity insurance to cover such risks.
18 ASSIGNMENT AND SUB-CONTRACTING
18.1 You may not assign or sub-contract any of your rights or obligations under the Contract without the prior written consent of NID Systems
19.1 Without prejudice to its other rights NID Systems shall have the right to cancel the Order and to terminate the Contract if:
19.1.1 you commit a breach of this Contract and fail to remedy the breach within 7 days of written notice to do so; or
19.1.2 you become insolvent, bankrupt, enter into liquidation, enter into a voluntary arrangement, appoint a receiver or such similar event save for the purposes of a solvent reconstruction or amalgamation.
20 CANCELLATION OR INTERRUPTION
20.1 The Order may be cancelled by NID Systems at any time prior to NID Systems’s acceptance of all the Deliverables, upon written notice to you. In such event, NID Systems will pay you, in lieu of the price specified on the front of the Order, the direct non-cancellable costs incurred up to that point by you and any direct non-cancellable costs committed to the performance of your obligations hereunder prior to such cancellation provided, however, that the total amount of such costs shall not exceed the price specified on the Order. NID Systems will not be responsible to you for any cancellation fees or penalties unless provided for on the Order or in a separate written agreement in respect of the Order signed by NID Systems and you.
20.2 Should NID Systems or its clients be effected by a Force Majeure event, NID Systems may, without incurring any additional liability to you, serve notice on you identifying the relevant event and anticipated delay and altering the date or dates for delivery of the Deliverables until the event or circumstances causing the stoppage, interruption or restriction have ceased. If delivery or performance has been suspended for any such reason NID Systems shall not be liable to make any payment to you until the Deliverables are supplied. If such Force Majeure event continues for a period in excess of 6 months, either party may terminate the Agreement by notice in writing with immediate effect.
21 GOVERNING TERMS, LAW AND JURISDICTION
21.1The terms included in the Order and these Conditions, and no other terms, shall govern the Contract and shall prevail over any other terms or conditions referred to orally or in correspondence between NID Systems and you unless NID Systems and you have negotiated other contract terms under the contract reference number printed on the Order in which case these shall prevail. 21.2 The terms of this Contract shall be interpreted in all respects in accordance with English law and the parties submit to the non-exclusive jurisdiction of the English courts in all matters pertaining thereto.
21.3 Upon termination of this contract for whatsoever reason clauses 1, 4, 5, 7, 8, 12, 13, 14, 15, 16, 17 and 21 shall continue to apply between the parties for a period of 6 years from the date of such termination.
22. EXPORT REGULATIONS
22.1 Services provided under this agreement may be subject to UK, US and other government export control regulations. The supplier assures that it will, at all times, comply with all export laws and regulations related to the use, disclosure, export or re export of these services.
23.1 All notices, orders and instructions provided to you under the Order shall be regarded as properly served if sent by hand, post, fax or email to you at your address on the front of the Order.