1. Definitions 

1.1. In the Purchase Order Conditions, the following expressions shall have the following meanings: 
(1) The ‘Buyer’: shall mean the firm and/or company placing the Order. 
(2) The ‘Seller’: shall mean the person, firm or company which is Supplying the Goods to the Buyer. 
(3) The ‘Goods’ shall mean and includes the design and Supply of machinery, equipment, apparatus, materials, 
instruments, articles, parts and things to be provided by the Seller as set out in the Order. 
(4) ‘The Order’ shall mean the Order issued by the Buyer to the Seller for the Goods. 
(5) ‘Supply’ (and derivatives thereof): shall be deemed to include design, providing, delivery, loading and 
unloading, storing, unpacking and return of empty packing, media carriage, paid carriage, hoisting and 
lowering, distribution, site protection and responsibility for loss or damage of the Goods. 
(6) ‘The Purchase Order” shall mean the agreement formed between the Buyer and the Seller for the Supply of 
the Goods incorporating the Order (including any documents referred to therein) and the Purchase Order 
Conditions. 
(7) ‘Head Contract’ shall mean a contract or sub-contract between the Buyer and another party for works to be 
undertaken on a project incorporating the Goods. 

2. General 

2.1. The Buyer shall purchase and the Seller shall sell and Supply the Goods in accordance with the Purchase Order. The 
Purchase Order shall apply without modification unless expressly amended or excluded in writing and signed by one 
of the Buyer’s line manager. 
2.2. Any qualification of the Purchase Order and/or the Purchase Order Conditions made by the Seller or any other 
conditions which the Seller seeks to impose on the Buyer shall be inapplicable unless expressly accepted in writing 
and signed by one of the Buyer’s line manager. 
2.3. The Seller hereby acknowledges that any breach by it of the Purchase Order may result in the Buyer committing a 
breach of the Head Contract and the Seller shall indemnify the Buyer from and against any costs, losses, claims, 
demands, actions, liabilities, damage and expenses (including without limitation legal and court costs reasonable 
solicitors’ fees and other reasonable costs of litigation) whether arising directly or indirectly that the Buyer may suffer 
by virtue of any acts or omissions by the Seller and/or the performance or non-performance of the Sub-Contract by the 
Seller. 
2.4. The Seller hereby acknowledges that the whole of the Goods are to be to the complete satisfaction of the Buyer. 
2.5. The Seller shall be deemed to have satisfied himself with its obligations under the Purchase Order, to have acquainted 
itself with any drawings and/or specifications and/or the Head Contract and to have visited the site. 
2.6. All personnel attending the site on behalf of the Seller are to be fully qualified and properly employed for the particular 
functions to be performed and fulfilled. 

3. Prices and Payment 

3.1. The fixed price for the Goods, as stated in the Order, shall be exclusive of any VAT (unless otherwise stated) and shall 
stay fixed until the Goods shall be Supplied and shall not be subject to any variation save as provided in Clause 4 
below. 
3.2. An invoice for payment from the Seller shall be submitted by the Seller at the end of the month (subject always to 
Clause 5.2) during which the Goods (or parts of the Goods where the Order states there shall be staged Supplies) are 
Supplied. 
3.3. Payment shall be made within 60 days of a correctly drawn invoice from the Seller, quoting the Order number, including 
any VAT that may be due and stating the Goods and/or parts of the Goods Supplied, being received by the Buyer. 
3.4. If without just cause the Buyer fails to make payment to the Seller as provided above, and subject always to the right 
of the Buyer to set off any sums that may be due from the Seller to the Buyer under the Purchase Order or any other 
agreement and/or subcontract between the Buyer to the Seller, the Seller shall be entitled to be paid interest on the 
overdue amount at 3% above the Bank of England base rate prevailing (which the Seller accepts is a substantial 
remedy) during the time that amount remains unpaid. 

4. Variations 

4.1. The terms and conditions of the Purchase Order shall not be varied other than by way of an official amendment, in 
writing, by a Director of the Buyer. 
4.2. The Buyer may issue an instruction, which must be expressly in writing, to the Seller to alter amend or change the 
quantity, specification or arrangements for Supply of the Goods (“Variation”) and then a fair and reasonable adjustment 
to the price shall be made. 
4.3. The Buyer shall not be liable for any loss of profit by the Seller as a result of any Variation. The Seller shall be 
contractually bound by any information, cost or otherwise, that the Seller has provided, written or verbal, to the Buyer 
in respect of any Variation. 

5. Supply of the Goods

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5.1. The date for Supply of the Goods (or where there are to be staged Supplies, the dates) is set out in the Order. The 
Seller accepts and agrees that any failure by the Seller to meet any Supply date(s) is a fundamental breach of the 
Purchase Order entitling the Buyer to costs and damages. 
5.2. The Buyer may agree to accept Supply of the Goods before the date(s) for Supply, however, in those circumstances, 
the Seller shall not be entitled to submit an invoice in accordance with Clause 3 until the actual date(s) when Supply 
should have been made and any early payment for the Goods shall be at the Buyer’s sole discretion. 
5.3. The Seller shall notify the Buyer immediately in writing forthwith if and whenever it becomes reasonably apparent that 
the Seller shall not be able to comply with the date(s) for Supply. The date(s) for Supply may be revised by the Buyer, 
at their sole discretion, if the Supply is delayed by circumstances beyond the Seller’s reasonable control. Any delay 
caused by the Seller’s suppliers, agents and/or carriers shall not be a cause beyond the Seller’s reasonable control. 
5.4. The Buyer shall be entitled to reject all the Goods if any part of the Goods is not Supplied on the agreed date(s) or any 
revised date(s). 
5.5. The Seller shall indemnify the Buyer against all or any damage and/or expense to which the Buyer may be put, or which 
it may be liable to pay by reason of the Seller’s failure to Supply and/or complete Supplies of the Goods or any part of 
the Goods in accordance with the Purchase Order. 
5.6. Only delivery notes signed for by a duly authorised representative of the Buyer shall be accepted as proof of Supply of 
the Goods or any part of the Goods. Notwithstanding any delivery notes, title to the Goods shall be deemed to have 
passed from the Seller to the Buyer at the time of Supply of the Goods and/or part of the Goods. 
5.7. Unless otherwise stated on the Order, the Buyer shall not be responsible for delivery charges, nor for returning or for 
the cost of returning any packing cases, skids, cable drums and/or other packing materials. 

6. Performance of the Goods and Guarantees 

6.1. The Goods shall be of first-class materials, equipment and workmanship throughout, shall be in accordance with the 
Purchase Order and any drawings and specifications and/or the Head Contract, shall be fit for purpose and shall comply 
fully with all relevant regulations, standards, codes of practice, statutory requirements, fire and local authority 
requirements. 
6.2. If performance figures obtained on any test specified in the Purchase Order are not met, the Buyer shall be entitled to 
reject the Goods, subject always to the Seller being given 5 working days to rectify their performance. 
6.3. The Buyer reserves the right to reject any or all of the Goods as not complying with the Purchase Order within a 
reasonable time after Supply. All or any such rejected Goods shall be at the Seller’s risk and disposal and must be 
replaced, and the Goods shall not, for the purpose of payment, be deemed to have been Supplied unless and/or until 
such rejected Goods are replaced and accepted by the Buyer. 
6.4. If the Buyer becomes entitled to reject the Goods, the Buyer shall not be obliged to make any payment to the Seller 
and the Seller shall repay to the Buyer any sums already paid by the Buyer to the Seller. The Seller shall also indemnify 
the Buyer for any costs and/or expenses incurred by the Buyer. 
6.5. The Seller shall repair or replace without charge any of the Goods which, under proper use, are found to be defective 
as to materials, design and/or workmanship within twelve months after practical completion of the Buyer’s works under 
the Head Contract. 
6.6. The Seller shall be responsible for all costs and expenses incurred by the Buyer associated with the rectification of 
defects and/or replacement of defective equipment, including but not limited to labour, materials, plant and any 
attendance, remedial, demolition and reinstatement works required in removing, dismantling, reassembling and 
reinstating the Goods and any transport, postal or freight costs incurred in the return of the Goods. 
6.7. The Seller shall fully indemnify the Buyer against loss and/or damage and/or injury to the Seller’s property or person, 
or that of others, to the extent that the loss and/or damage and/or injury is directly caused by the negligence of the 
Seller, his sub- contractors or agents and/or by defective design, workmanship or materials in the Goods. 
6.8. The Seller shall take out and maintain insurance to cover the Seller’s liability under Clause 6.7 and shall produce to the 
Buyer, on request, written evidence of the existence of such insurance policies and the payment of premiums. 
6.9. The Seller’s liability and the Buyer’s rights under Clause 6 shall be in addition to and not in lieu of any liabilities and/or 
rights in contract, tort or otherwise, whether express or implied under common law or statute. 
7. Assignment and Copyright 

7.1. The Purchase Order shall not, in whole or in part, be assigned, sub-contracted or sub-let by the Seller without the 
express consent of the Buyer in writing. 
7.2. The Seller shall keep confidential any information concerning the Purchase Order, the Head Contract and the Goods. 
7.3. The Seller hereby grants to the Buyer and to others under the Head Contract an irrevocable royalty free licence to use 
and reproduce any documents, data or information provided in the course of the Supplying of the Goods and pursuant 
to the Purchase Order. 

8. Termination 

8.1. Where the Goods are to be incorporated into works under a Head Contract, then the Purchase Order shall automatically 
terminate if the Buyer’s employment under the Head Contract is terminated. 
8.2. On such termination, the Buyer shall have no express obligation to make any further payment to the Seller under the 
terms of the Purchase Order and any further payment shall be entirely at the Buyer’s discretion.
8.3. If the Seller fails to deliver the Goods or any part of the Goods, or if the Goods fail to meet the requirements of the 
Purchase Order then the Buyer may issue a notice to the Seller requiring it to rectify its breach and if the breach is not 
rectified within 7 days of the notice, the Buyer shall be entitled to terminate the Purchase Order and nothing further 
shall be due for payment to the Seller. The Seller shall be liable for the Buyer’s costs and expenses resulting from any 
such termination. 
9. Law 

9.1. The Purchase Order shall in all respects be construed and operated in conformity with English law. 

10. Acceptance of the Purchase Order and it’s terms and conditions. 

10.1. Unless dissented upon, in writing, within 7 days of the Order, or upon the Supply of the Goods or any part of the Goods 
if within 7 days of the Order, the Purchase Order shall be deemed to have been accepted by the Seller and shall be 
binding upon the Seller. 
10.2. Commencement of design and/or Supply of any part or parts of the Goods shall constitute agreement that the Seller 
accepts all the conditions of the Purchase Order and that they shall be binding on the Seller.