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Standard Terms of Purchase

1. Interpretation

1.1. In these conditions:
Cromwell: Cromwell Tools Limited (reg. no. 00986161).
Contract: the Order and the Supplier's acceptance of the Order.
Goods: any goods agreed in the Contract to be purchased by Cromwell from the Supplier (including any part or parts of them).
Order: Cromwell's written instruction to supply Goods and/or Services, incorporating these conditions.
Services: any services agreed in the Contract to be purchased by Cromwell from the Supplier.
Specification: any description or specification for Goods and/or Services included in the Contract or supplied or advised by Cromwell to the Supplier or agreed in writing by Cromwell and the Supplier.
Supplier: the person, firm or company who accepts Cromwell's Order.
1.2. These conditions are the only conditions upon which Cromwell is prepared to deal with the Supplier and they shall govern the Contract to the entire exclusion of all other terms or conditions.
1.3. Each Order for Goods and/or Services by Cromwell from the Supplier shall be deemed to be an offer by Cromwell to buy Goods and/or Services subject to these conditions and no Order shall be accepted until the Supplier accepts the offer either: (a) expressly by giving notice of acceptance; or (b) impliedly by fulfilling the Order in whole or in part.

2. Performance, Quality and Defects

2.1. Goods shall be of the best available design, of the best quality, material and workmanship, be without fault and conform in all respects with the Order and Specification and/or patterns supplied or advised by Cromwell to the Supplier.
2.2. Cromwell's rights under these conditions are in addition to the statutory conditions implied in favour of Cromwell by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982.
2.3. At any time prior to delivery of Goods, Cromwell has the right to inspect and test Goods.
2.4. The Supplier shall procure that the rights afforded to Cromwell in this clause 2 together with any manufacturer’s warranty (Warranty) can be assigned to the customers of Cromwell or its divisions, subsidiaries or affiliates (Customers) and provide reasonable assistance required by Cromwell and/or its Customers in relation to any Warranty claims. Unless otherwise agreed in writing by the Parties, the Warranty shall commence upon the date of purchase of Goods by Cromwell’s Customer and remain in effect for a period of not less than one year.
2.5. In performing Services, the Supplier shall:
2.5.1. meet any performance dates for Services specified in the Contract or notified to the Supplier by Cromwell;
2.5.2. co-operate with Cromwell in all matters relating to Services and comply with all instructions from Cromwell;
2.5.3. perform Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade and in accordance with any service levels specified in the Contract;
2.5.4. use personnel who are suitably skilled and experienced to perform tasks assigned to them and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;
2.5.5. ensure that Services will conform with all descriptions and specifications set out in any Specification and that the Deliverables shall be fit for any purpose held out by the Supplier or made known to the Supplier by Cromwell, expressly or by implication;
2.5.6. use the best quality goods, materials, standards, designs and techniques and ensure that the Deliverables and all goods and materials supplied and used in Services or transferred to Cromwell will be free from defects in workmanship, installation and design;
2.5.7. observe all health and safety rules and regulations and any other security requirements that apply at any of Cromwell’s premises;
2.5.8. provide all equipment, tools and vehicles and such other items as are required to provide Services; and
2.5.9. not do or omit to do anything which may cause Cromwell to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business and the Supplier acknowledges that Cromwell may rely or act on Services.

3. Delivery

3.1. Goods shall be delivered, carriage paid, to Cromwell's place of business or to such other place of delivery as is agreed by Cromwell in writing prior to delivery of Goods. The Supplier shall off-load Goods at its own risk as directed by Cromwell.
3.2. The date for delivery of Goods and/or performance date for Services shall be specified in the Order, or if no such date is specified then delivery and/or performance shall take place within 28 days of the date of the Order.
3.3. Where delivery of Goods is directly to a place of delivery which is not Cromwell's place of business then the Supplier shall provide to Cromwell a signed proof of delivery. Cromwell will only be required to pay the price of Goods once it has received a signed proof of delivery from the Supplier.
3.4. The Supplier shall ensure that each delivery is accompanied by a delivery note which shows, inter alia, the Order number, date of Order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
3.5. Time for delivery of Goods and/or performance of Services shall be of the essence.
3.6. Unless otherwise stipulated by Cromwell in the Order, deliveries shall only be accepted by Cromwell in normal business hours.
3.7. If Goods are not delivered on the due date then, without prejudice to any other rights which it may have, Cromwell reserves the right to: (a) cancel the Contract in whole or in part; (b) refuse to accept any subsequent delivery of Goods which the Supplier attempts to make.
3.8. Where Cromwell agrees in writing to accept delivery of Goods by instalments the Contract shall be construed as a single contract in respect of each instalment.
3.9. Cromwell shall not be deemed to have accepted Goods until it has had 5 working days to inspect them following delivery. Cromwell shall also have the right to reject Goods as though they had not been accepted for 5 working days after any latent defect in Goods has become apparent.

4. Risk and Compliance

4.1. Goods shall remain at the risk of the Supplier until delivery to Cromwell is complete when risk and ownership of Goods shall pass to Cromwell.
4.2. The Supplier warrants that:
4.2.1. the documentation in relation to the Goods, and the sale, design, manufacture, shipment, import, customs clearance, product labelling and documentation (including marking, warnings and other required documentation including but not limited to: declaration of conformity, instructions, safety data sheets, technical data sheets and certificate of conformity) shall be at least available in the applicable language (or languages) version of the country where the Products will be sold (as communicated to Supplier by Cromwell);
4.2.2. its performance under an Order is and shall be in compliance with all laws and regulations, including any product safety, customer and consumer protection and environmental law, applicable at the place of manufacture and in any member state of the European Union or the European Economic Area; and
4.2.3. in the design, manufacture and supply of Goods must meet any applicable safety requirements and must bear all required markings and labelling (e.g. UKCA marking, CE marking, GS marking, WEEE, GTIN-IDent, care labelling) and the Supplier shall mark or procure to be marked all products and/or packaging with correct country of origin markings, and provide accurate customs codes etc. in conformity with all applicable trade laws, including those of the country of delivery (or such other country as communicated to Supplier by Cromwell); and
4.2.4. it shall promptly keep Cromwell informed of any requirement relating to the storage, transportation, handling, assembly or use of Goods by Cromwell or its customers (including, without limitation, legislation or advice from responsible or professional or legal bodies in respect of raw materials or chemicals used in the manufacture of Goods) and the actions Cromwell has taken or proposes to take and those that Cromwell or its customer should take in relation to such matters.

5. Price and Payment

5.1. The price of Goods and/or Services shall be stated in the Order and unless otherwise agreed in writing by Cromwell shall be exclusive of value added tax but inclusive of all other charges.
5.2. The Supplier shall invoice Cromwell upon receipt of Goods by Cromwell and/or upon complete performance of Services.
5.3. Cromwell shall pay the price of Goods and/or Services properly invoiced within 60 days after the end of the month of receipt by Cromwell of a valid invoice for such Goods and/or Services.
5.4. If Cromwell does not pay a valid undisputed invoice by the due date then Cromwell shall pay the Supplier simple interest on the overdue sum at 2% over the Bank of England variable base rate.
5.5. The Supplier shall not be entitled to suspend deliveries of Goods and/or performance of Services as a result of any sums being outstanding.

6. Confidentiality

The Supplier shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Supplier by Cromwell or its agents and any other confidential information concerning Cromwell's business, customers or its products which the Supplier may obtain and the Supplier shall restrict disclosure of such confidential material to such of its employees, agents or subcontractors as need to know the same for the purpose of discharging the Supplier's obligations to Cromwell and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Supplier.

7. Cromwell Property

Materials, equipment, tools, dies, moulds, copyright, design rights or any other forms of intellectual property rights in all drawings, specifications and data supplied by Cromwell to the Supplier or not so supplied but used by the Supplier specifically in the manufacture of Goods shall at all times be and remain the exclusive property of Cromwell but shall be held by the Supplier in safe custody at its own risk and maintained and kept in good condition by the Supplier until returned to Cromwell and shall not be disposed of other than in accordance with Cromwell's written instructions, nor shall such items be used otherwise than as authorised by Cromwell in writing.

8. Termination and Remedies

8.1. Cromwell shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving the Supplier written notice whereupon all work on the Contract shall be discontinued and Cromwell shall pay to the Supplier fair and reasonable compensation for work-in- progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.
8.2. The termination of the Contract, however arising, shall be without prejudice to the rights and duties of Cromwell accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.
8.3. Without prejudice to any other right or remedy which Cromwell may have, if any Goods and/or Services are not supplied in accordance with, or the Supplier fails to comply with, any of the terms of the Contract Cromwell shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of Goods have been accepted by Cromwell:
8.3.1. to rescind the Order;
8.3.2. to reject Goods and/or Services (in whole or in part);
8.3.3. return Goods to the Supplier at the risk and cost of the Supplier on the basis that a full refund for Goods so returned shall be paid by the Supplier;
8.3.4. at Cromwell's option to give the Supplier the opportunity at the Supplier's expense either to remedy any defect in Goods and/or Services or to supply replacement Goods and/or Services; and
8.3.5. to refuse to accept any further deliveries of Goods and/or Services without any liability to the Supplier.

9. General

9.1. Cromwell may assign the Contract or any part of it to any person, firm or company.
9.2. Cromwell reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of Goods ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Cromwell including, without limitation restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
9.3. The Supplier is aware that Cromwell’s business practices prohibit bribery and corrupt behaviour in any form. The Supplier shall comply with all laws that relate to money laundering, terrorism, commercial or official bribery, or dealing with government officials, as well as all other applicable laws and regulations. Further, the Supplier shall not offer or provide anything of value (e.g., gifts, loans, travel, entertainment, or any other similar benefit) either directly or indirectly to any government official for the purpose of influencing any act or decision by such official. The Supplier shall not pay a gratuity, bribe or inducement to any government official, even if it appears customary or consistent with prevailing business practices. The Supplier represents, warrants, and covenants that: (a) neither it, nor any of its owners, officers or directors, or any key personnel have been convicted of a felony or debarred from the practice of a profession based on an offense involving bribery, fraud or corruption; (b) none of its owners, officers or directors, or any key personnel, is a public official, official of a political party or candidate for political office, and the Supplier will inform Cromwell of any change in such status; (c) it has not made any improper payment to a public official, political party, or candidate in connection with Cromwell or the Contract, or to obtain or retain business; and (d) it will disclose to Cromwell any subcontractors or third parties that will perform any of the Supplier's obligations in connection with the Contract.
9.4. The Supplier agrees with Cromwell that it shall, and that it shall procure that its personnel and any other person who performs Services and/or supplies Goods within Supplier's supply chain in relation to the Contract shall: (i) comply with all applicable laws relating to slavery and human trafficking (Anti-Slavery Requirements) including the Modern Slavery Act 2015; (ii) not take or knowingly permit any action to be taken that would or might cause or lead Cromwell to be in violation of any Anti-Slavery Requirements; and (iii) at Cromwell's request, provide Cromwell with any reasonable assistance to enable it to perform any activity required by any regulatory body for the purpose of complying with Anti-Slavery Requirements.
9.5. The Supplier represents, warrants and undertakes to Cromwell that neither it nor any person in its supply chain uses trafficked, bonded, child or forced labour or has attempted to use trafficked, bonded, child or forced labour within its supply chain.
9.6. The Supplier shall indemnify Cromwell from and against any and all liabilities suffered or incurred by Cromwell or for which Cromwell may become liable arising out of or in connection with any breach of clauses 9.3 to 9.6.
9.7. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
9.8. The laws and courts of England and Wales shall apply to the Contract.