Purchase order terms and conditions

The following definitions and rules of interpretation apply in these Terms and Conditions.

1.1 Definitions:

‘Applicable Data Protection Laws’ means:

• To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
• To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.

‘Business Day’ means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

‘Business Hours’ means the period from 9.00 am to 5.00 pm on any Business Day.

‘Commencement Date’ has the meaning given to it in clause 2.3.

‘Contract’ means the contract between the Customer and the Supplier for the supply of Goods and/or Services in accordance with these Terms and Conditions.

‘Customer’ means Young Minds Trust Company, a company incorporated and registered in England and Wales with company number 02780643 of India House, Curlew Street, London, England, SE1 2ND.

‘Deliverables’ means all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

‘Delivery Location’ has the meaning given to it in clause 4.2(b).

‘EU GDPR’ means the General Data Protection Regulation ((EU) 2016/679).

‘Goods’ means the goods (or any part of them) set out in the Order.

‘Goods Specification’ means any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.

‘Group’ means in relation to a party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party. Holding company and subsidiary are to be read in accordance with section 1159 of the Companies Act 2006.

‘Order’ means the Customer's order for the supply of Goods and/or Services, as set out in the Customer's Purchase Order Form.

‘Purchase Order Form’ means the purchase order form issued by the Customer to the Supplier in respect of the Order, which together with the Terms and Conditions, govern the Contract.

‘Services’ means the services, including any Deliverables, to be provided by the Supplier to the Customer under the Contract as set out in the Service Specification.

‘Service Specification’ the description or specification for Services agreed in writing by the Customer and the Supplier.

‘Supplier’ means the person or firm who supplies the Goods and/or Services to the Customer.

‘Terms and Conditions’ means these terms and conditions, as amended from time to time in accordance with clause 15.9.

‘UK GDPR’ has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

1.2 Interpretation:

• A ‘person’ includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
• A reference to a party includes its personal representatives, successors and permitted assigns.
• A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
• Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’ or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
• A reference to ‘writing’ or written excludes fax but not email.

2.1 The Purchase Order Form constitutes an offer by the Customer to purchase Goods and/or Services from the Supplier.

2.2 The Supplier’s acceptance of the Purchase Order Form shall constitute an acceptance by the parties of these Terms and Conditions. If there is a conflict in respect of any term between the Purchase Order Form and these Terms and Conditions, the Purchase Order Form shall prevail, but all remaining terms in these Terms and Conditions shall remain in full force and effect.

2.3 The Order shall be deemed to be accepted on the earlier of:

• the Supplier issuing written acceptance of the Purchase Order Form; or
• any act by the Supplier consistent with fulfilling the Order,
  at which point and on which date the Contract shall come into existence (‘Commencement Date’).

2.4 These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5 All of these Terms and Conditions shall apply to the purchase of both Goods and Services except where the application to one or the other is specified.

2.6 The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Terms and Conditions.

3.1 The Supplier shall ensure that the Goods shall:

• correspond with their description and any applicable Goods Specification;
• be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer, expressly or by implication, and in this respect the Customer relies on the Supplier's skill and judgement;
• where they are manufactured products, be free from defects in design, material and workmanship and remain so for the duration specified in the Purchase Order Form; and
• comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.

3.3 The Customer may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract.

3.4 If following such inspection or testing the Customer considers that the Goods do not comply or are unlikely to comply with the Supplier's undertakings in clause 3.1, the Customer shall inform the Supplier and the Supplier shall take such remedial action as is necessary to ensure compliance within a reasonable time.

3.5 The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions.

4.1 The Supplier shall ensure that:

• the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
• each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (where applicable), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
• the delivery note clearly states any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.

4.2 The Supplier shall dispatch the Goods:

• on the date specified in the Purchase Order Form or, if no such date is specified, then within 14 days of the date of the Order, or such other timescale as agreed between the Supplier and Customer in writing; and
• to the Customer's premises as set out in the Purchase Order Form or as instructed by the Customer in writing before delivery (‘Delivery Location’).

4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

4.4 The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies under clause 6.1.

4.5 Title and risk in the Goods shall pass to the Customer on completion of delivery.

5.1 The Supplier shall from the date set out in the Purchase Order Form and for the duration of the Contract supply the Services to the Customer in accordance with the terms of the Contract.

5.2 The Supplier shall meet any performance dates for the Services specified in the Purchase Order Form or that the Customer notifies to the Supplier, and time for performance shall be of the essence.

5.3 In providing the Services, the Supplier shall:

• use best endeavours to perform the Services in accordance with the Service Specification and the Customer’s reasonable instructions from time to time;
• perform the Services with the reasonable care, skill and diligence in accordance with generally accepted practices in the Supplier's industry;
• use personnel who are suitably skilled and experienced to perform tasks assigned to them;
• ensure that the Services will conform to the descriptions, standards and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly makes known to the Supplier;
• obtain and at all times maintain all licences and consents which may be required for the provision of the Services; and
• comply with any additional obligations as set out in the Service Specification.

6.1 If the Supplier fails to deliver the Goods by the applicable date(s) in accordance with clause 4.2 or clause 4.5, or to perform the Services by the applicable date(s) in accordance with clauses 5.1 and 5.2, or both, the Customer shall, without limiting or affecting other rights or remedies available to it, have any one or more of the following rights and remedies:

• to terminate the Contract with immediate effect by giving written notice to the Supplier;
• to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
• to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered;
• to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods and/or services from a third party; and
• to claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier's failure to meet such dates.

6.2 If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting or affecting other rights or remedies available to it, the Customer shall have one or more of the following rights and remedies, whether or not it has accepted the Goods:

• to terminate the Contract with immediate effect by giving written notice to the Supplier in which case the terms provided in clause 13 apply;
• upon written notice to the Supplier, to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s expense and risk (both to be notified and agreed to by the Supplier in each case). The Customer shall use a reliable means of carriage for returning the Goods;
• to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the payment(s) paid by the Customer for the rejected Goods;
• to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
• to recover from the Supplier any expenditure incurred by the Customer in obtaining substitute goods from a third party; and
• to claim damages for any additional costs, loss or expenses incurred by the Customer arising from the Supplier's failure to supply Goods in accordance with clause 3.1.

6.3 If the Supplier has supplied Services that do not comply with the requirements of clause 5.3(d) then, without limiting or affecting other rights or remedies available to it, the Customer shall have one or more of the following rights and remedies:

• to terminate the Contract with immediate effect by giving written notice to the Supplier in which case the terms provided in clause 13 apply;
• upon written notice to the Supplier, to return the Deliverables to the Supplier at the Supplier’s expense and risk (both to be notified and agreed to by the Supplier in each case). The Customer shall use a reliable means of carriage for returning the Deliverables;
• to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the payment(s) paid by the Customer for the Services; and
• to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
• to recover from the Supplier any expenditure incurred by the Customer in obtaining substitute services or deliverables from a third party; and
• to claim damages for any additional costs, loss or expenses incurred by the Customer arising from the Supplier's failure to comply with clause 5.3(d).

6.4 These Terms and Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.

6.5 The Customer's rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.

7.1 The Customer shall:

• upon the Supplier providing advanced notice to the Customer, provide the Supplier with reasonable access at reasonable times to the Customer's premises necessary for the purpose of providing the Services; and
• provide such necessary information for the provision of the Services as the Supplier may reasonably request.

8.1 The price of the Goods:

• shall be the price set out in the Purchase Order Form, or if no price is quoted, the price set out in the Supplier's published price list in force at the Commencement Date (‘Prevailing Supplier Price List’), provided that the Prevailing Supplier Price List has been notified to the Customer immediately before the Commencement Date, otherwise such other earlier Supplier’s published price list that was notified to the Customer immediately before the Commencement Date; and
• shall include any applicable cost of packaging, insurance and delivery of the Goods, unless expressly provided for in the Purchase Order Form.

8.2 The charges for the Services shall be set out in the Purchase Order Form, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.

8.3 The Supplier’s invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant purchase order number.

8.4 In consideration of the supply of Goods and/or Services by the Supplier, the Customer shall endeavour to pay the invoiced amounts within 30 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier.

8.5 The Customer shall not be in breach of clause 8.4 where the Customer has paid an invoiced amount to a bank account previously notified by the Supplier to the Customer, but that bank account was out of date at the time of such payment(s).

8.6 Unless specified to the contrary in the Purchase Order Form, all amounts payable by the Customer under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (‘VAT’). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier only, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.

8.7 If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 3% a year above the Bank of England's base rate from time to time, but at 3% a year for any period when the base rate is below 0%. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.

8.8 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request.

8.9 The Customer may at any time, with notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Customer of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.

9.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients, employees, officers or suppliers of the other party, except as permitted by clause 9.2.

9.2 Each party may disclose the other party's confidential information:

• to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 9; and
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

In performing its obligations under the Contract, the Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in force.

11.1 For the purposes of this clause 11, the terms ‘personal data’ and ‘processing’ shall have the meaning given to them in the UK GDPR.

11.2 The parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.

11.3 The Supplier shall only collect and process personal data from the Customer according to the Applicable Data Protection Laws. Upon the Customer’s request, the Supplier shall provide its latest privacy policy to the Customer.

11.4 The parties shall, in relation to any personal data processed in connection with this agreement:

• process that personal data only on written instructions of the other party;
• keep personal data confidential;
• comply with the other party’s privacy standard or data protection policy;
• comply with other party’s reasonable instructions with respect to processing personal data;
• not transfer any personal data outside of the UK unless, in accordance with the Applicable Data Protection Laws, the required safeguards for transfers abroad are satisfied;
• assist the other party in responding to any data subject access request and to ensure compliance with its compliance under Applicable Data Protection Laws;
• notify the other party without undue delay on becoming aware of a personal data breach or communication which relates to its compliance under Applicable Data Protection Laws; and
• at the written request of the other party, delete or return any personal data, unless required to be stored in accordance with the Applicable Data Protection Laws.

11.5 Should the Supplier appoint any third party processor of personal data under the Contract, Supplier confirms that it has entered or (as the case may be) will enter with a third-party processor into a written agreement and the Supplier shall undertake to continue to comply with requirements of the Applicable Data Protection Laws.

12.1 Where the Order has been fulfilled in accordance with the Contract, both parties may agree to terminate the Contract with immediate effect.

12.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

• the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
• the other party: (1) is dissolved; (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation and such proceeding or petition either (I) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (II) is not dismissed, discharged, stayed or restrained in each case within 15 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation; (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 15 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) above (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or
• the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

13.1 On termination of the Contract:

• the Supplier shall immediately deliver to the Customer all Deliverables whether or not then complete and immediately return any of the Customer Materials; and
• all unpaid invoices, in respect of any Goods delivered to the Customer and/or Services completed up until the date of termination, shall become due and payable. Upon request by the Customer, the Supplier shall promptly provide confirmation to the Customer of all such unpaid invoices (and sums).

13.2 Termination of the Contract shall not affect the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 month(s), the party not affected may terminate the Contract by giving 7 days’ written notice to the affected party.

15.1 Assignment and other dealings

• The Customer may at any time assign, mortgage, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
• The Supplier may not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights or obligations under the Contract without the prior written consent of the Customer, save that it may assign its rights or obligations to a member of its Group by giving notice to the Customer.

15.2 Subcontracting

The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Customer. If the Customer consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.

15.3 Notices

• Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
  • delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or
  • sent by email to the email address, which was specified in writing from one party to the other party.
• Any notice shall be deemed to have been received:
  • if delivered by hand, at the time the notice is left at the proper address;
  • if sent by pre-paid first-class post or next working day delivery service, at 9:00am the second Business Day after posting; or
  • if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
• This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15.4 Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 15.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.5 Waiver

• Except as set out in clause 2.6, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
• A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

15.6 No partnership or agency

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

15.7 Entire agreement

The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

15.8 Third party rights

The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

15.9 Variation

Except as set out in these Terms and Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.

15.10 Governing law

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

15.11 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.