RETENTION AND PRIVACY
STATEMENT
SFMT
TERMS AND CONDITIONS OF PURCHASE:
Terms and
Conditions of Business – PURCHASE ORDER
1. Interpretation
The following definitions and rules of interpretation apply in
these terms and conditions
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday
in England, when banks in London are open for business.
Conditions: these terms and conditions as amended from time to time
in accordance with clause 16.7.
Contract: the contract between the Customer and the Supplier for
the supply of Goods and/or Services in accordance with these
Conditions.
Control: has the meaning given in section 1124 of the Corporation
Tax Act 2010, and the expression change of control shall be
construed accordingly.
Customer: SFM Technology Limited registered in England and Wales
with company number 01900440 whose registered office is at:
Unit 9 Bancombe Court, Martock Trading Estate, Martock, Somerset,
TA12 6HB.
Customer Materials: has the meaning set out in clause 5.3(j).
Deliverables: 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).
Goods: the goods (or any part of them) set out in the Purchase
Order.
Goods Specification: any specification for the Goods, including any
related plans and drawings, attached to, or submitted to the
Supplier with, the Purchase Order or, if none, that is agreed in
writing by the Customer and the Supplier.
Intellectual Property Rights: patents, utility models, rights to
inventions, copyright and related rights, moral rights, trade marks
and service marks, business names and domain names, rights in
get-up , goodwill and the right to sue for passing off, rights in
designs, rights in computer software, database rights, rights to
use, and protect the confidentiality of, confidential information
(including know-how and trade secrets), and all other intellectual
property rights, in each case whether registered or unregistered
and including all applications and rights to apply for and be
granted, renewals or extensions of, and rights to claim priority
from, such rights and all similar or equivalent rights or forms of
protection which subsist or will subsist now or in the future in
any part of the world.
Purchase Order: the Customer's order for the supply of Goods and/or
Services, as set out in the Customer's purchase order form to which
these terms and conditions are attached.
Services: the services, including any Deliverables, to be provided
by the Supplier under the Contract as set out in the Service
Specification.
Service Specification: the description or specification for
Services attached to, or submitted to the Supplier with, the
Purchase Order or, if none, as agreed in writing by the Customer
and the Supplier.
Supplier: the person or firm from whom the Customer purchases the
Goods and/or Services.
1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated
body (whether or not having separate legal personality).
(b) A reference to a party includes its successors and permitted
assigns.
(c) A reference to a statute or statutory provision is a reference
to it as amended or re-enacted. A reference to a statute or
statutory provision includes all subordinate legislation made under
that statute or statutory provision.
(d) Any words following the terms including, include, in
particular, for example or any similar expression shall be
construed as illustrative and shall not limit the sense of the
words, description, definition, phrase or term preceding those
terms.
(e) A reference to writing or written includes email but not
fax.
2. Basis of contract
2.1 The Purchase Order constitutes an offer by the Customer to
purchase Goods and/or Services from the Supplier in accordance with
these Conditions.
2.2 The Purchase Order shall be deemed to be accepted on the
earlier of:
(a) the Supplier issuing written acceptance of the Purchase Order;
or
(b) any act by the Supplier consistent with fulfilling the Purchase
Order, at which point and on which date the Contract shall come
into existence (Commencement Date).
2.3 These 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 trade, custom, practice or course of
dealing.
2.4 All of these Conditions shall apply to the supply of both Goods
and Services except where the application to one or the other is
specified.
3. Supply of Goods
3.1 The Supplier shall ensure that the Goods shall:
(a) correspond with their description and any applicable Goods
Specification;
(b) 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;
(c) where they are manufactured products, be free from defects in
design, materials and workmanship and remain so for 12 months after
delivery or such longer period as is specified in the Purchase
Order; and
(d) 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 at clause 3.1, the Customer shall inform
the Supplier and the Supplier shall immediately take such remedial
action as is necessary to ensure compliance.
3.5 The Customer may conduct further inspections and tests after
the Supplier has carried out its remedial actions.
4. Delivery of Goods
4.1 The Supplier shall ensure that:
(a) the Goods are properly packed and secured in such manner as to
enable them to reach their destination in good condition;
(b) each delivery of the Goods is accompanied by a delivery note
which shows the date of the Purchase Order, the Purchase Order
number (if any), 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
(c) it states clearly on the delivery note 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 deliver the Goods:
(a) on the date specified in the Purchase Order or, if no such date
is specified, then within 30 days of the date of the Purchase
Order;
(b) to the Customer's premises at Unit 9 Bancombe Court, Martock
Trading Estate, Martock, Somerset, TA12 6HB or such other location
as is set out in the Purchase Order or as instructed by the
Customer before delivery (Delivery Location); and
(c) during the Customer's normal hours of business on a Business
Day, or as instructed by the Customer.
4.3 Delivery of the Goods shall be completed on the completion of
unloading of the Goods at the Delivery Location.
4.4 If the Supplier:
(a) delivers less than 95% of the quantity of Goods ordered, the
Customer may reject the Goods; or
(b) delivers more than 105% of the quantity of Goods ordered, the
Customer may at its sole discretion reject the Goods or the excess
Goods,
and any rejected Goods shall be returnable at the Supplier's risk
and expense. If the Supplier delivers more or less than the
quantity of Goods ordered, and the Customer accepts the delivery,
the Supplier shall make a pro rata adjustment to the invoice for
the Goods.
4.5 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 set out in clause 6.1.
4.6 Title and risk in the Goods shall pass to the Customer on
completion of delivery.
5. Supply of Services
5.1 The Supplier shall from the date set out in the Purchase Order
(or, if none, the date of the Purchase Order) 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 or that the Customer notifies to
the Supplier and time is of the essence in relation to any of those
performance dates.
5.3 In providing the Services, the Supplier shall:
(a) co-operate with the Customer in all matters relating to the
Services, and comply with all instructions of the Customer;
(b) perform the Services with the best care, skill and diligence in
accordance with best practice in the Supplier's industry,
profession or trade;
(c) 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;
(d) ensure that the Services and Deliverables will conform with all
descriptions 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;
(e) provide all equipment, tools and vehicles and such other items
as are required to provide the Services;
(f) use the best quality goods, materials, standards and
techniques, and ensure that the Deliverables, and all goods and
materials supplied and used in the Services or transferred to the
Customer, will be free from defects in workmanship, installation
and design;
(g) obtain and at all times maintain all licences and consents
which may be required for the provision of the Services;
(h) comply with all applicable laws, regulations, regulatory
policies, guidelines or industry codes which may apply to the
provision of the Services, and with the Mandatory Policies;
(i) observe all health and safety rules and regulations and any
other security requirements that apply at any of the Customer's
premises;
(j) hold all materials, equipment and tools, drawings,
specifications and data supplied by the Customer to the Supplier
(Customer Materials) in safe custody at its own risk, maintain the
Customer Materials in good condition until returned to the
Customer, and not dispose or use the Customer Materials other than
in accordance with the Customer's written instructions or
authorisation;
(k) not do or omit to do anything which may cause the Customer to
lose any licence, authority, consent or permission upon which it
relies for the purposes of conducting its business, and the
Supplier acknowledges that the Customer may rely or act on the
Services;
(l) comply with any additional obligations as set out in the
Service Specification.
6. Customer remedies
6.1 If the Supplier fails to deliver the Goods and/or perform the
Services by the applicable date, the Customer shall, without
limiting or affecting other rights or remedies available to it,
have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving
written notice to the Supplier;
(b) to refuse to accept any subsequent performance of the Services
and/or delivery of the Goods which the Supplier attempts to
make;
(c) to recover from the Supplier any costs incurred by the Customer
in obtaining substitute goods and/or services from a third
party;
(d) 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; and
(e) 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, whether or not it
has accepted the Goods:
(a) to terminate the Contract with immediate effect by giving
written notice to the Supplier;
(b) 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 own
risk and expense;
(c) to require the Supplier to repair or replace the rejected
Goods, or to provide a full refund of the price of the rejected
Goods [(if paid)];
(d) to refuse to accept any subsequent delivery of the Goods which
the Supplier attempts to make;
(e) to recover from the Supplier any expenditure incurred by the
Customer in obtaining substitute goods from a third party;
and
(f) 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 These Conditions shall extend to any substituted or remedial
services and/or repaired or replacement goods supplied by the
Supplier.
6.4 The Customer's rights under the Contract are in addition to its
rights and remedies implied by statute and common law.
7. Customer's obligations
7.1 The Customer shall:
(a) provide the Supplier with reasonable access at reasonable times
to the Customer's premises for the purpose of providing the
Services;
(b) provide such necessary information for the provision of the
Services as the Supplier may reasonably request; and
8. Charges and payment
8.1 The price for the Goods:
(a) shall be the price set out in the Purchase Order, or if no
price is quoted, the price set out in the Supplier's published
price list in force at the Commencement Date; and
(b) shall be inclusive of the costs of packaging, insurance and
carriage of the Goods. No extra charges shall be effective unless
agreed in writing and signed by the Customer.
8.2 The charges for the Services shall be set out in the Purchase
Order, 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 In respect of the Goods, the Supplier shall invoice the
Customer on or at any time after completion of delivery. In respect
of Services, the Supplier shall invoice the Customer on completion
of the Services. Each invoice shall include such supporting
information required by the Customer to verify the accuracy of the
invoice, including but not limited to the relevant purchase
Purchase Order number.
8.4 In consideration of the supply of Goods and/or Services by the
Supplier, the Customer shall pay the invoiced amounts within 60
days of the end of the calendar month in which it receives a
correctly rendered invoice to a bank account nominated in writing
by the Supplier
8.5 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, 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.
8.6 If the Customer fails to make a payment due to the Supplier
under the Contract by the due date, then the Customer 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 8.6 will accrue each day at 4% a year above the Bank of
England's base rate from time to time, but at 4% a year for any
period when that base rate is below 0%.
8.7 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.
8.8 The Customer may at any time, without 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. Intellectual property rights
9.1 All Intellectual Property Rights in or arising out of or in
connection with the Services (other than Intellectual Property
Rights in any Customer Materials) shall be owned by the
Supplier.
9.2 The Supplier grants to the Customer, or shall procure the
direct grant to the Customer of, a fully paid-up, worldwide,
non-exclusive, royalty-free perpetual and irrevocable licence to
copy and modify the Deliverables (excluding Customer Materials) for
the purpose of receiving and using the Services and the
Deliverables.
9.3 The Customer grants the Supplier a fully paid-up,
non-exclusive, royalty-free non-transferable licence to copy any
materials provided by the Customer to the Supplier for the term of
the Contract for the purpose of providing the Services to the
Customer.
9.4 All Customer Materials are the exclusive property of the
Customer.
10. Indemnity
10.1 The Supplier shall indemnify the Customer against all
liabilities, costs, expenses, damages and losses (including but not
limited to any direct, indirect or consequential losses, loss of
profit, loss of reputation and all interest, penalties and legal
costs (calculated on a full indemnity basis) and all other
professional costs and expenses) suffered or incurred by the
Customer arising out of or in connection with:
(a) any claim made against the Customer for actual or alleged
infringement of a third party's intellectual property rights
arising out of, or in connection with, the manufacture, supply or
use of the Goods, or receipt, use or supply of the Services
(excluding the Customer Materials);
(b) any claim made against the Customer by a third party for death,
personal injury or damage to property arising out of, or in
connection with, defects in the Goods, as delivered, or the
Deliverables; and
(c) any claim made against the Customer by a third party arising
out of or in connection with the supply of the Goods, as delivered,
or the Services.
10.2 This clause 10 shall survive termination of the
Contract.
11. Insurance
During the term of the Contract and for a period of 6 years
thereafter, the Supplier shall maintain in force, with a reputable
insurance company, professional indemnity insurance, product
liability insurance and public liability insurance to cover the
liabilities that may arise under or in connection with the
Contract, and shall, on the Customer's request, produce both the
insurance certificate giving details of cover and the receipt for
the current year's premium in respect of each insurance.
12. Confidentiality
12.1 Each party undertakes that it shall not at any time during the
Contract and for a period of two years after termination of the
Contract,]disclose to any person any confidential information
concerning the business, affairs, customers, clients or suppliers
of the other party, except as permitted by clause 12.2.
12.2 Each party may disclose the other party's confidential
information:
(a) to its employees, officers, representatives, subcontractors,
bankers, funders or advisers who need to know such information for
the purposes of carrying out the party's obligations under the
Contract. Each party shall ensure that its employees, officers,
representatives, subcontractors, bankers, funders or advisers to
whom it discloses the other party's confidential information must
comply with this clause 12; and
(b) as may be required by law, a court of competent jurisdiction or
any governmental or regulatory authority.
12.3 Neither party shall use the other party's confidential
information for any purpose other than to perform its obligations
under the Contract.
13. Termination
13.1 Without affecting any other right or remedy available to it,
the Customer may terminate the Contract:
(a) with immediate effect by giving written notice to the Supplier
if:
(i) there is a change of control of the Supplier; or
(ii) the Supplier's financial position deteriorates to such an
extent that in the Customer's opinion the Supplier's capability to
adequately fulfil its obligations under the Contract has been
placed in jeopardy; or
(iii) the Supplier commits a breach of clause 5.3(h),
(b) for convenience by giving the Supplier one months' written
notice.
13.2 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:
(a) 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 of14 days
after being notified in writing to do so;
(b) the other party takes any step or action in connection with its
entering administration, provisional liquidation or any composition
or arrangement with its creditors (other than in relation to a
solvent restructuring), being wound up (whether voluntarily or by
Purchase Order of the court, unless for the purpose of a solvent
restructuring), having a receiver appointed to any of its assets or
ceasing to carry on business or, if the step or action is taken in
another jurisdiction, in connection with any analogous procedure in
the relevant jurisdiction; or
(c) 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.
14. Consequences of termination
14.1 On termination of the Contract, the Supplier shall immediately
deliver to the Customer all Deliverables whether or not then
complete, and return all Customer Materials. If the Supplier fails
to do so, then the Customer may enter the Supplier's premises and
take possession of them. Until they have been returned or
delivered, the Supplier shall be solely responsible for their safe
keeping and will not use them for any purpose not connected with
the Contract.
14.2 Termination or expiry 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 or expiry.
14.3 Any provision of the Contract that expressly or by implication
is intended to come into or continue in force on or after
termination or expiry of the Contract shall remain in full force
and effect.
15. Force majeure
Neither party shall be in breach of the Contract nor liable for
delay in performing, or failure to perform, any of its obligations
under it if such delay or failure results from events,
circumstances or causes beyond its reasonable control. If the
period of delay or non-performance continues for 1 month, the party
not affected may terminate this agreement by giving 14 days’
written notice to the affected party.
16. General
16.1 Assignment and other dealings.
(a) The Customer may at any time assign, mortgage, charge,
subcontract, delegate, declare a trust over or deal in any other
manner with all or any of its rights and obligations under the
Contract.
(b) The Supplier shall not assign, transfer, mortgage, charge,
subcontract, delegate, declare a trust over or deal in any other
manner with any of its rights and obligations under the Contract
without the prior written consent of the Customer.
16.2 Notices.
(a) 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 (if a company) or its principal
place of business (in any other case).
(b) A notice or other communication shall be deemed to have been
received: if delivered by hand, on signature of a delivery receipt
or at the time the notice is left at the proper address; if sent by
pre-paid first-class post or other next working day delivery
service, at 9.00 am on the second Business Day after posting.
(c) This clause does not apply to the service of any proceedings or
other documents in any legal action or, where applicable, any other
method of dispute resolution.
16.3 Severance. If any provision or part-provision of the Contract
is or becomes invalid, illegal or unenforceable, it shall be deemed
modified to the minimum extent necessary to make it valid, legal
and enforceable. If such modification is not possible, the relevant
provision or part-provision shall be deemed deleted. Any
modification to or deletion of a provision or part-provision under
this clause shall not affect the validity and enforceability of the
rest of the Contract.
16.4 Waiver. A waiver of any right or remedy under the Contract or
by law is only effective if given in writing and shall not be
deemed a waiver of any subsequent right or remedy. A failure or
delay by a party to exercise any right or remedy provided under the
Contract or by law shall not constitute a waiver of that or any
other right or remedy, nor shall it prevent or restrict any further
exercise of that or any other right or remedy. No single or partial
exercise of any right or remedy provided under the Contract or by
law shall prevent or restrict the further exercise of that or any
other right or remedy.
16.5 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.
16.6 Third party rights.
(a) Unless it expressly states otherwise, 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.
(b) The rights of the parties to rescind or vary the Contract are
not subject to the consent of any other person.
16.7 Variation. Except as set out in these 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.
16.8 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.
16.9 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
GDPR: SFMT understands and accepts the principles of Data Protection and GDPR
SUPPLIERS:
SFM Technology Ltd does not believe that any suppliers hold any of its employee’s personal data.
Suppliers have no authority to and must not hold personal data on any SFM personnel.
If any supplier believes they are holding personal data they must supply detail of the information and in what context they are holding it. The data must then be destroyed and the supplier must confirm destruction and the method to the SFM Data Protection contact: Helen Richards.
NB: Company and company-associated data is given freely and is not subject to any restriction whatsoever.
CUSTOMERS:
Where a customer may hold personal personnel data, they must clarify in what context the data is being held in and on whom. Details of secure storage method and the retention policy are also required along with validation /clarification of the reasons for storage / retention.
RETENTION OF DATA:
Job Applications: 6 months (held in a secure physical and digital location)
CCTV: 26 days with an auto overwrite facility
Telephone calls Auto delete every 30 days
Policy / Notice by: Helen Richards (QMS Manager)
Dated: 01.05.2018
Design Prototyping Tooling Manufacture
Telephone:
01935
822285
email:
admin@sfmtechnology.co.uk
© SFM Technology 2015. All rights reserved.