"Buyer" means Sembcorp Bournemouth Water Ltd or any associated company within the Group of Companies acting through its authorised officers.
"Contract" means the agreement made between the Buyer and the Seller.
"Seller" means the person, firm, company or other organisation with whom the Contract is made.
"Delivery address" means in relation to any of the Goods and Services the address specified in the Order.
"Delivery Time" means in relation to any of the Goods and Services the date or period specified in the Order
"Goods" means the goods and/or services described in the Order.
"Order" means the Buyer's purchase order issued to the Seller.
"Price" means the aggregate price for the Goods and Services stated in the Order
"Specification" means the drawings, patterns, samples (if any) and the description of the Goods contained or referred to in the Contract or in any order
"Conditions" means these terms and conditions
Headings shall not affect the interpretation of these Conditions
Basis of Contract
2.1 The Seller shall sell and supply and the Buyer shall purchase and receive the Goods in accordance with and on the basis of the Contract. No provision of or omission from the Contract shall have the effect of avoiding or reducing any right of the Buyer or any obligation of the Seller in each case under common law or any statute.
2.2 No variation to the Order or the Terms shall be effective unless agreed in writing and signed by an authorised representative of the Buyer and the Seller.
2.3 These Conditions shall apply to the Contract to the exclusion of any other terms and conditions on which any quotation has been given to the Buyer or subject to be purported by the Seller.
2.4 The Seller shall supply the Goods as an independent contractor and shall not represent to any third party that it has any other relationship with the Buyer in relation to the supply of the Goods.
2.5 No breach of the Contract in relation to some only of the Goods and Services shall be severable and accordingly any breach of condition may be treated as a repudiation of the Contract.
Specifications and Quality
3.1 The Goods shall conform as to quality and description with the Specification. They shall be of sound materials and workmanship. If samples or patterns are provided, the Goods shall be equal in all respects to the samples or patterns. If a standard of performance is specified the Goods shall be capable of such standard of performance.
3.2 The Seller shall cause all Goods supplied by him to the Buyer to be suitably and sufficiently marked and labelled with information and advice necessary to instruct and warn such persons into whose hands the Goods shall (or may reasonably) come, about any hazards to health and/or safety.
3.3 The materials used in the manufacture of the Goods shall be of the best quality of their respective kinds free from all flaws, defects and adulteration of every description and conform in all respects with any appropriate British/European Standard Specification. Should any materials used be of an inferior quality or should any workmanship be defective, the Buyer shall have power to reject the Goods
3.4 Nothing in these conditions shall in any way limit the liability of the Seller at common law either for injuries to persons or damage to property or for defective workmanship or materials or the damage caused thereby.
3.5 All Goods supplied shall be fit for the purpose for which they are supplied under the Contract.
Terms of Payment
4.1 Upon despatch of the Goods the Seller shall send to the Buyer a detailed priced invoice or invoices as instructed on the Order, clearly stating the Order number and item numbers and the settlement terms and containing all information required to be stated on a tax invoice for VAT purposes.
4.2 Payment will be made by the end of the Buyer's accounting month following the accounting month of delivery or receipt of invoice, whichever is later. Payment shall not operate as a waiver of any rights of the Buyer under the Contract.
4.3 In the event of any late payment by the Seller, the Buyer shall be entitled to claim interest at the rate of 2% above the base rate of [ ] Bank from time to time until such payment is made.
5.1 The Goods shall be delivered carriage paid by the Seller at the place or places and in the manner specified during the Buyer's usual business hours. The Buyer shall otherwise be entitled to refuse to accept delivery and supply. The Seller shall off-load the Goods at its own risk as directed by the Company. Goods shall not be treated as delivered to the Buyer until they are received by the Buyer at the Delivery address.
5.2 The date for delivery shall be specified in the order or if no such date is specified then delivery shall take place within  days. Time for delivery shall be of the essence.
5.3 The period for delivery shall run from the date of receipt by the Seller of the Buyer's Order or the necessary information and drawings, whichever may be later.
5.4 The Buyer may alter the date or place of delivery upon giving the Seller reasonable notice in writing of such alterations.
5.5 The Buyer shall be entitled to reject or refuse to accept all Goods if any of the Goods is not in accordance with the Contract and shall not be deemed to have accepted any Goods until it has had a reasonable time to satisfy itself that all the Goods and the supply of all the Services are in accordance with the Contract and until it has received from the Seller all certificates required by it relating to the discharge by the Seller of its obligations under the Contract including where relevant, but without limitation, a certificate that the Goods are, so far as is reasonably practicable, safe and without risk to health while being prepared for use, used, cleaned or maintained. The Seller shall bear the cost of removing any Goods rejected.
5.6 If any Goods are not delivered or supplied in accordance with the Contract or are rejected by the Buyer in accordance with its rights under the Contract, the Buyer may, without prejudice to any other remedy, obtain equivalent goods or services from a third party and recover from the Seller the excess of their cost over that part of the Price which is attributable to the Goods in question.
5.7 The Seller shall supply the Buyer with any instructions and other information required to enable the Buyer to make safe use of the Goods and of items which have been the subject of any services and shall while those Goods and items continue to be used by the Buyer up-date those instructions when appropriate.
5.8 The Buyer shall not be obliged to return to the Seller any packing materials for any Goods, whether or not they are accepted by the Buyer.
5.9 The Seller shall on request supply to the Buyer copies of the time sheets completed by each person who has supplied services comprised in the Goods.
5.10 The Seller shall at its own expense provide all the tools, equipment, materials and services necessary to enable it to discharge its obligations under the Contract, shall introduce to any site of the Buyer only the items and persons necessary for that purpose, shall promptly remove those items and all surplus materials and rubbish arising from the discharge of its obligations under the Contract from that site and shall observe all regulations and reasonable requests of the Buyer in relation to that site and shall not admit to that site any person who has failed to observe them.
5.11 Where the Seller replaces or repairs Goods under any provision in this Contract the Conditions shall apply to the replaced or repaired Goods.
Seller to be responsible for goods until delivery
6.1 Until delivery of the Goods in the manner specified, the care of the Goods shall rest entirely with the Seller who shall be responsible for anything that may be lost, stolen or damaged by accident, fire, carelessness, defective work or in any other way.
6.2 Property and risk in the Goods shall pass to the Buyer when they are delivered in accordance with Clause 5.1 unless the Seller has responsibility after delivery for erecting or commissioning the goods. In such cases property and risk in the Goods shall remain with the Seller until the Goods are accepted by the Buyer. Such passing of property and risk shall be without prejudice to any right of rejection arising under these Conditions.
Subcontracting and Assignment
The Seller shall not without the consent in writing of the Buyer sub-contract, assign or transfer the Contract or any part thereof to other persons and such consent if given shall not relieve the Seller from any liability or obligation under the Contract.
Indemnity and Insurance
8.1 The Seller warrants to the Buyer, in addition to any warranties which are applied by law, that
8.1.1 the Goods will be of satisfactory quality and fit for any purpose for which they are, or may reasonably be expected to be, intended or is specified in the Order and that they use of the Goods for any such purpose will be safe and will not constitute a risk to health or infringement of any provision of any statute which is in force or anticipated when the Goods are delivered to the Buyer; and
8.1.2 neither the Goods nor their uses nor their sale nor the supply of services under the terms of the Contract will infringe any contractual, intellectual property or other right of any third party.
8.2 Without prejudice to any other remedy, if any of the Goods is not supplied or performed in all material respects in accordance with the Contract and in accordance with any applicable provision of any statute or common law or if any matter is in any material respect other than in accordance with any warranty given by, or implied on the part of, the Seller, the Buyer shall be entitled to rescind the Contract, whether or not the Goods have then been delivered and supplied, and to require repayment of any part of the Price which has been paid.
8.3 The Seller shall be liable for and shall indemnify the Buyer against any expense, liability, loss, claim or proceedings arising under any statute or at common law in respect of personal injury to or the death of any person arising out of or caused by the carrying out of supply and delivery of the Goods except to the extent that the same is due to any act or neglect of the Buyer or of any person for whom the Buyer is responsible (including other contractors and their servants or agents employed by the Buyer). Without prejudice to his liability to indemnify the Buyer, the Seller shall take out and maintain and shall cause any sub-contractor to take out and maintain insurance which, in respect of liability to employees or apprentices shall comply with the Employer's Liability (Compulsory Insurance) Act 1969 where appropriate and any statutory orders made thereunder or any amendment or re-enactment thereof and, in respect of any other liability for personal injury or death, shall be such as is necessary to cover the liability of the Seller, or as the case may be, of such sub-contractor. The limit of indemnity under such Insurance shall not be less than £2,000,000 for any one occurrence or series of occurrences, arising out of one event in respect of the Insurance against liability to employees and not less than £2,000,000 for any one occurrence or series of occurrences arising out of one event in respect of Insurance against liability for personal injury and death to others.
8.4 The Seller shall be liable for, and shall indemnify the Buyer against, any expense, liability, loss, claim or proceedings in respect of any injury or damage to any property real or personal (including injury or damage to property of the Buyer) insofar as such injury or damage arises out of or is caused by the supply and delivery of Goods or Services by the Seller and to the extent that the same is due to any negligence, breach of statutory duty, omission or default of the Seller, his servants or agents or any of the Seller's sub-contractors or their servants or agents. Without prejudice to his obligations to indemnify the Buyer, the Seller shall take out and maintain and shall cause any sub-contractor to take out and maintain insurance in respect of the liability referred to above in respect of injury to any property real or personal (including injury or damage to property of the Buyer) which shall be for an amount not less than £5,000,000 for any one occurrence or series of occurrences arising out of one event.
8.5 As and when reasonably required to do so by the Buyer the Seller shall supply to the Buyer documentary evidence that the Insurances required by Clause 8.3 and Clause 8.4 have been taken out and are being maintained and that the premiums have been paid to Insurers.
Damage or Loss in Transit
9.1 The Seller shall at his own expense repair to the satisfaction of the Buyer, or replace free of charge, Goods damaged in transit and in the event of such damage delivery shall not be deemed to have taken place until repaired or replacement Goods have been delivered.
9.2 The Seller shall replace any/all Goods lost in transit.
9.3 The Buyer reserves the right to deduct from the Price a sum of money equal to any damage or loss resulting in late delivery of the Order.
10.1 Either party shall be entitled to terminate the contract without liability to the other by giving notice to the other at any time if:
10.1.1 the other makes any voluntary arrangement with its creditors (within the meaning of the insolvency Act 1986) or becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction), or
10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the other, or
10.1.3 the other ceases, or threatens to cease, to carry on business.
10.1.4 delivery of the Goods is likely to be delayed for such period that the Buyer will need to acquire substitute Goods from a source other than the Seller; and
10.1.5 the Seller shall not have completed manufacture of the Goods or if after completion of manufacture the Goods have been lost, destroyed, damaged or cannot be delivered for any reason
10.1.6 the Seller has failed to deliver the Goods by the required delivery date
11.1 The Specification issued by the Buyer in connection with the Contract is confidential and must only be used by the Seller, his sub-contractor or agents solely for the purpose of carrying out the Contract or Order.
11.2 In the event of any difference between the parties as to the true intent or meaning of anything contained in the Specifications the decision of the Buyer shall be binding on both parties, following consultation with the Seller.
11.3 If any discrepancies should appear between the dimensions written on the Order and those given in any other documents such discrepancies must be referred to the Buyer, whose resolution shall be binding on both parties.
The Buyer may without invalidating the Contract order in writing any changes in the Goods or the period in which they are to be delivered and the cost of any such variations shall be valued on a fair and reasonable basis.
Prices of Goods
13.1 Subject to any specific term of the Contract to the contrary the Price shall be:
13.1.1 exclusive of any applicable value added tax (which shall be payable by the Buyer subject to receipt of an appropriate VAT invoice); and
13.1.2 inclusive of all costs of packing, carriage, insurance and delivery to the Delivery Address and of all related duties, imposts and levies.
13.2 The Price shall be reduced to reflect all discounts normally offered by the Seller to its preferred customers.
13.2.1 If any Goods are not delivered or are not supplied at or during the Delivery Time and if the Buyer does not rescind the Contract before the date of actual delivery or supply, but without prejudice to any other remedy, the Buyer shall be entitled to deduct from the Price, or if the Buyer has paid the Price to claim from the Seller, by way of liquidated damages for delay 1 per cent of the part of the Price attributable to the relevant Goods for every week's delay, up to a maximum of 20 per cent of that part.
13.2.2 Any proposed variations in prices of the Goods during the period of the Contract, together with the justification therefore shall be notified to the Buyer by the Seller not less than 45 days before the date of the application of such variations. No such variations in the prices shall be operative unless agreed in writing with the Buyer.
Seller to supply information
The Seller shall furnish the Buyer with such information as may be necessary in relation to the use of the Goods.
The Seller shall not, without the previous written consent of the Buyer, advertise or make known that the Seller supplies or has supplied Goods to the Buyer.
The Seller shall comply with all relevant statutes, rules, regulations and by laws and EU directives affecting the performance of the Contract.
Bona Fides of Workpeople
17.1 The Seller shall comply with the requirements of the Buyer in the matter of ensuring the identity or bona fides of any person requiring to be admitted to the Buyer's premises in connection with the Contract and, in particular, shall if required furnish the Buyer with a photograph of every such person.
17.2 The Seller shall, if required, furnish a form of authority acceptable to the Buyer to each person whom he requires to have access to the premises and shall keep a record of all forms so furnished and be responsible for ensuring that such forms together with any passes which may be issued to the person by the Buyer are surrendered as soon as the person is no longer required to be admitted to the premises in connection with the Contract.
17.3 The decision of the Buyer that any specified person is not to be admitted to the Buyer's premises or whether the Seller has taken or is taking all reasonable steps as required by this condition shall be final.
The Seller shall keep confidential and shall not disclose to any third party (except sub-contractors accepting a like obligation of confidentiality and then only to the extent necessary for the performance of the sub-contract) all information given by the Buyer in connection with this Contract or which becomes known to the Seller through the Seller's performance of work under this Contract. The Seller shall not mention the Buyer's name in connection with this Contract or disclose the existence of the Contract in any publicity material or other similar communication to third parties without the Buyer's prior written consent.
If any provision of this Contract shall be declared invalid unenforceable or illegal by a Court of any jurisdiction such invalidity, unenforceability or illegality shall not prejudice or affect the validity, enforceability and legality of the remaining provisions of this Contract.
Nothing in these conditions shall prejudice any condition or warranty express or implied or any legal remedy to which the Buyer may be entitled in relation to the Goods by virtue of any statute or custom or any general law, local law or regulation.
Law of Contract
This Contract is subject to the English Law and the parties submit to the exclusive jurisdiction of the English Courts.
The enforceability of this will depend on any actual loss by you. If its perceived as a penalty it may be unenforceable