In these Conditions:
1.1 "Company" means Legrand Electric Limited and/or each of its subsidiary companies and/or its divisions as appropriate;
1.2 "Contract" means a Purchase Order and the Seller's express or implied acceptance of a Purchase Order;
1.3 "Contract Price" means the price specified in a Purchase Order;
1.4 "Delivery Address" shall mean the address for delivery stated on the Purchase Order;
1.5 "Free Issue Goods" means part finished goods which are the property of the Company and are delivered to the Seller for the purpose of applying one or more further manufacturing processes in accordance with the Contract;
1.6 "Goods" means all or any goods, equipment and/or services agreed in the Contract to be bought by the Company from the Seller whether or not manufactured or processed by the Seller;
1.7 "Purchase Order" means the Company's signed written instruction howsoever transmitted to the Seller to supply the Goods for a specified price incorporating these Conditions;
1.8 "Seller" means the person, firm or company to whom a Purchase Order is addressed.
1.9 "Tooling" means tooling, equipment, dies, moulds and/or other manufacturing materials issued to the Seller, as referred to in Condition 16.
1.10 Any reference to the singular number shall include the plural and vice versa and any reference to any gender shall include all other genders.
1.11 A reference to a law is a reference to it as it is in force for the time being.
1.12 Condition headings do not affect the interpretation of these Conditions and reference to any Condition number shall be such Condition in these Conditions.
2. APPLICATION OF CONDITIONS
2.1 These Conditions govern the Contract to the exclusion of all other terms and conditions, and the Seller waives any right which it otherwise might have to rely on terms and conditions contained in any document supplied by the Seller to the Company. No addition to or variation of the Contract and/or the Conditions will be effective unless agreed in writing and signed by a duly authorised representative of the Company.
2.2 The offer contained in the Purchase Order shall be accepted by the Seller either expressly by giving notice of acceptance or impliedly by fulfilling the Purchase Order or any part of it.
3.1 The Seller shall, at its own risk and expense, pack and deliver the Goods to the Delivery Address in the manner and at the time or times specified in the Purchase Order. Packing shall be sufficient to prevent pilferage, distortion, corrosion, contamination, deterioration or any other damage to the Goods. Cases and packing materials will be made available for collection by the Seller at its expense.
3.2 Any excess delivery of Goods beyond the quantity specified in the Purchase Order made without the prior written consent of the Company may be refused and returned at the Seller's risk and expense.
3.3 Any Goods delivered earlier than the delivery date specified in the Purchase Order without the Company's prior written consent may be refused and returned at the Seller's risk and expense but without prejudice to the Company's rights to require delivery of the Goods on the date specified for delivery.
3.4 If any Goods are incorrectly delivered the Seller shall be responsible for any additional expense incurred in delivering them to the Delivery Address.
3.5 All times stipulated for delivery of the Goods and/or performance of any obligations by the Seller in the Contract shall be of the essence.
3.6 The Seller shall notify the Company immediately if for any reason any delivery of Goods is likely to be delayed.
3.7 The Seller shall:
3.7.1 clearly indicate by means of a label or other marking on the outside of each consignment of Goods, or if the consignment comprises a number of packages, on the outside of each package, the Seller's name and full details of the Delivery Address, and include in the consignment a packing note stating the contents;
3.7.2 on despatch of each consignment of Goods, send to the Company an advice note specifying the means of transport, the count number or volume, and if required, weights of every package and the point and date of despatch;
3.7.3 send to the Company a detailed price invoice as soon as is reasonably practicable after despatch of each consignment;
3.7.4 state on each packing note, advice note, invoice or other documents relating to the Contract, the Company's order number;
3.7.5 mark hazardous Goods with international danger symbols and display names of material in English and ensure that all transport and other documents include declarations of hazard and name of material in the form of written instructions, labels or markings;
3.7.6 be responsible for packaging and labelling the Goods in accordance with all relevant statutory provisions including, where appropriate, the Chemicals (Hazard Information and Packaging for Supply) Regulations 2002.
3.8 If the Goods are not delivered on the due date then, without prejudice to any other remedies available to the Company, the Company shall be entitled to deduct from the Contract Price or, if the Company has paid the Contract Price, to claim from the Seller by way of liquidated damages for delay two per cent (2%) of the Contract Price for every day's delay, up to a maximum of ten per cent (10%) of the Contract Price.
4. POSTPONEMENT OF DELIVERY
The Company reserves the right at any time or from time to time to suspend any delivery under, or the execution of any work covered by, the Purchase Order to such an extent and for such period as, in its absolute discretion, the Company may consider expedient. If the operation of this Condition results in the delivery of Goods or the execution of work being delayed by a period of two (2) calendar months or more from the date specified in the Purchase Order, both parties shall discuss a revised delivery or work schedule but shall otherwise remain bound by the terms of the Contract in relation to any Goods whose delivery or work whose execution is so delayed.
5. PASSING OF PROPERTY AND RISK
The property and risk in the Goods shall pass to the Company upon payment by the Company of the Contract Price in accordance with Condition 13.
6. LOSS OR DAMAGE IN TRANSIT
The Company shall advise the Seller of any loss or damage of any Goods in transit as soon as possible after the actual or notified date of receipt whereupon the Seller shall, at the option of the Company, either make good, free of charge to the Company, any loss or damage to or defect in the Goods or issue a credit note to the Company in respect of the Goods.
7. QUALITY AND DESCRIPTION
In addition to all warranties and conditions implied in favour of the Company by the Sale of Goods Act 1979 or otherwise, the Seller warrants that all Goods shall:
7.1 conform to all specifications set out in the Purchase Order, including (without limitation) in respect of quantity, quality, description, fitness for purpose (express or implied) and standard of performance, and to all samples, patterns and other specifications supplied or advised by the Company;
7.2 be of the best quality, materials and workmanship and be produced with the utmost skill, care and diligence of the Seller and shall be without fault;
7.3 comply with all applicable regulations and other legislation and all standards in force at the date of delivery of the Goods;
7.4 be accompanied by certificates of conformity when and if requested by the Company;
7.5 be accompanied on first delivery by relevant COSHH information documents and/or safety instructions and/or operating manuals.
8. RESTRICTION OF HAZARDOUS SUBSTANCES (RoHS)
8.1 The Seller shall be responsible for ensuring that any Goods, and all components or materials forming part of any Goods, shall be free from all the Hazardous Substances listed in the latest RoHS directive.
8.2 In respect of all Goods supplied under the Contract, the Seller shall, provide certification in a form acceptable to the Purchaser that the Goods supplied do not contain any of the restricted substances above the limits stated in the directive. This requirement extends to all Goods supplied to Legrand and is not limited to electrical or electronic goods.
9. WASTE ELECTRICAL and ELECTRICAL EQUIPMENT DIRECTIVE (WEEE)
9.1 In supplying any Goods the Seller shall, at its own expense, comply with the latest requirements of the Waste Electrical and Electronic Equipment Directive.
9.2 The Seller shall be responsible for the collection and disposal of any such Goods at the end of their life and for any cost associated with such collection and disposal including, where requested by the Purchaser, in respect of the collection and disposal of Goods from any end user that the Purchaser sells those Goods on to.
9.3 Upon commencement of the Contract, the Supplier shall provide the Purchaser with details of the arrangements it has in place for the collection and disposal of such Goods.
10.1 The Seller shall indemnify the Company and keep it fully and effectively indemnified against all direct, indirect or consequential liabilities, losses, damages, injury, costs and expenses (including legal and other professional fees and expenses) suffered or incurred by the Company as a result of or in connection with:
10.1.1 defective workmanship, quality or materials in respect of any Goods including without limitation any breach of the warranties contained in Conditions 7.1 and/or 7.2;
10.1.2 any third party claim made against the Company to the extent that such claim is connected with the Goods and is a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the Contract by the Seller; and/or
10.1.3 any claim for infringement of any patents, registered designs, design rights, trade marks copyright or other intellectual property rights caused by the use, manufacture or sale of any Goods supplied by the Seller to the Company Provided that this indemnity:
10.1.3.1 shall not apply to any infringement which is due to the Seller having followed a design or instruction furnished or given by the Company or to the use of Goods in a manner or for a purpose or in a foreign country not specified or disclosed to the Seller or to any infringement which is due to the use of Goods in combination with any other article or material not supplied by the Seller; and
10.1.3.2 is conditional on the Company giving to the Seller the earliest possible notice in writing of any claim being made or action threatened or brought against the Company and on the Company permitting the Seller at the Seller's own expense to conduct any litigation that may ensue and all negotiations for a settlement of the claim.
10.2 The Seller shall take out and maintain such level of insurance as the Company may approve with a reputable insurer in respect of its liabilities under Conditions 7 and 10 and shall provide to the Company evidence of such insurance at any time on request.
11. PROGRESS AND INSPECTION
11.1 All Goods shall be subject to inspection and test by the Company at any time during the manufacturing process and the Seller shall provide the Company with samples for inspection and test on request. The Company's representatives shall also have the right to review progress of and to inspect all Goods at the Seller's premises and the premises of any sub-contractors at all reasonable times subject to not giving less than 24 hours' notice to the Seller. Such inspection may include cost comparisons and verifications and quality control to ensure compliance with any relevant standards. The Seller shall furnish such programmes of manufacture as the Company may reasonably specify and the Seller shall give notice to the Company as soon as practicable if such programmes are likely to be delayed. Any inspection, checking, approval or acceptance given on behalf of the Company shall not relieve the Seller or its sub-contractors from any obligations under the Contract.
11.2 Subject to the other provisions of these Conditions, the Company shall not be deemed to have accepted any Goods until it has had 14 days to inspect them following delivery.
The Contract Price shall be:
12.1 exclusive of any applicable value added tax, which shall be payable in addition by the Company subject to receipt of a valid invoice showing value added tax separately as a strictly net extra charge; and
12.2 agreed and documented on a formal price list with a full cost breakdown issued to the company by the seller. Any price adjustments must be formally justified by the seller, communicated to the Company and authorised by the company before implementation.
12.3 inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery.
13. PAYMENT AND DOCUMENTATION
13.1 The Company shall pay the Contract Price within 60 days after the later of:
13.1.1 delivery and acceptance of the Goods; and
13.1.2 the end of the month during which a valid invoice is received from the Seller.
13.2 All documentation issued by the Seller shall quote the Company's order number.
13.3 All advice and despatch notes shall be sent by the Seller to the Delivery Address and all invoices and statements shall be sent as stated in the Purchase Order.
13.4 Late payment by the Company of the Contract Price shall entitle the Seller to charge interest on the outstanding amount at a rate of two per cent (2%) above the base rate of National Westminster Bank plc from time to time from the date on which payment was due until the date of actual payment.
14. DEPOSITS AND ADVANCE PAYMENTS
14.1 14.1 Where the Company agrees to make any cash deposit or advance payment in respect of any Purchase Order, the following provisions shall apply:
14.1.1 no property in or title to such deposit or advance payment shall pass from the Company to the Seller unless and until the same shall have been deducted from the Contract Price and the same shall have been due for payment under the provisions of Condition 13.1.
14.1.2 as a condition of making such deposit or advance payment the Company shall be entitled to require the Seller to supply a guarantee from an acceptable bank or an acceptable performance bond providing for the repayment of the same in the event of the termination of the Contract in accordance with Condition 21 or following the happening of an event within Condition 25, the expiry date of such guarantee or performance bond being later than the date on which the Goods were to be paid for in accordance with these Conditions.
15. INTELLECTUAL PROPERTY AND OTHER RIGHT
15.1 The Seller shall not, by virtue of the Contract, obtain or claim any right, title or interest in or to any property, including without limitation any intellectual property rights (such expression to include without limitation patents, trade marks, copyright, registered designs, unregistered design rights), of the Company supplied or made available to the Seller, except any licence to use the same as is specifically required to enable the Seller to perform its obligations under the Contract.
15.2 All materials (which term shall include without limitation all drawings, studies, diagrams, plans, photographs, models, prototypes, patterns, samples, specifications and technical information of every description whether reproduced or capable of being reproduced in writing, on computer disc, in three dimensional form or otherwise) prepared by the Seller in connection with the Contract and all intellectual property and other rights in the same shall be and remain the property of the Company. The Seller shall be licensed to use such materials for the sole purpose of fulfilling the Contract. The Seller agrees that all right, title and interest in any such materials as may vest in the Seller is hereby assigned and transferred to the Company with full title guarantee absolutely and free from all encumbrances. All products manufactured to a design or specification supplied by the company shall not be manufactured for or supplied to any third party without the prior written consent from an authorised person of the company.
15.3 The Seller shall not disclose and shall take all reasonable steps to prevent the disclosure of any property of the Company to any third party, unless expressly required or permitted to do so by the Company.
16.1 Where the Company, for the purposes of the Contract, issues tooling, equipment, dies, moulds and/or other manufacturing materials to the Seller, whether free of charge or otherwise, or provides funding for the Seller to acquire any Tooling as agent for the Company, all Tooling shall be and remain the absolute property of the Company and the Seller shall:
16.1.1 hold the same as bailee on behalf of the Company;
16.1.2 clearly mark the Tooling as the property of the Company and not include the same in any asset register maintained by the Seller;
16.1.3 maintain the Tooling in good order and condition subject only to fair wear and tear;
16.1.4 indemnify the Company against any loss of or damage to the Tooling while it is in the possession, custody or control of the Seller or its employees, agents or sub-contractors and keep the same fully insured with a reputable insurer against such loss or damage at its full replacement value and provide to the Company evidence of such insurance at any time on request;
16.1.5 not make, or permit any third party to make, any copies of the Tooling;
16.1.6 use the Tooling solely for the purpose of the manufacture of Goods for sale to the Company in accordance with the Contract, and not for any other purpose, and not remove the Tooling from the Seller's property without the Company's prior written authority;
16.1.7 allow the Company unrestricted access to the Seller's premises on 24 hours notice in order to inspect and/or recover the Tooling at any time; and
16.1.8 comply with all of the Company's directions from time to time concerning the Tooling, including without limitation any instruction to return the Tooling forthwith for any reason and at any time, including upon termination of the Contract for any reason or for the purpose of redesign or modification of the Tooling.
16.2 To the extent permitted by law, the Company shall not be liable for any loss, damages, accident or injury suffered or incurred by the Seller, or any person other than the Company, making use of the Tooling for the manufacture of Goods in accordance with the Contract or for any other purpose and the Seller shall take out and maintain insurance cover with a reputable insurer at an adequate level approved by the Company in respect of any such loss, damage, accident or injury suffered or incurred in respect of such use of the Tooling.
17. FREE ISSUE GOODS
17.1 Where the Company, for the purposes of the Contract, issues Free Issue Goods to the Seller, all such Free Issue Goods shall be and remain the absolute property of the Company and the Seller shall:
17.1.1 hold the same as bailee on behalf of the Company;
17.1.2 make good any wasted Free Issue Goods arising from the bad workmanship or negligence of the Seller or its employees, agents or subcontractors;
17.1.3 to the extent not covered in Condition 17.1.2 indemnify the Company against any loss of or damage to the Free Issue Goods whilst they are in the possession, custody or control of the Seller or its employees, agents or subcontractors and keep the same fully insured with a reputable insurer against such loss or damage to their full replacement value and provide to the Company evidence of such insurance at any time on request;
17.1.4 use the Free Issue Goods solely for the purposes of and in accordance with the Contract and only dispose of any surplus Free Issue Goods upon the Company's written instructions;
17.1.5 allow the Company unrestricted access to the Seller's premises on 24 hours notice in order to inspect and/or recover any Free Issue Goods at any time and comply with all of the Company's directions from time to time concerning the same, including without limitation any instruction to return the Free Issue Goods forthwith for any reason and at any time including upon termination of the Contract for any reason.
18. SELLER WORKING ON COMPANY'S PREMISES
18.1 Where it is necessary for the purposes of the Contract for the Seller to work on the Company's premises, all goods, equipment and services relating to such work shall be installed, used, commissioned and maintained by suitably qualified personnel of the Seller and in accordance with any relevant Codes of Practice or statutory requirements which may be in force from time to time, and in accordance with accepted practice in the industry and local site health and safety and security procedures.
18.2 The Seller shall, if requested by the Company, supply evidence of the qualifications and competence of any such personnel. The Seller shall take out appropriate public liability, employer's liability and contents insurance covering its personnel, goods, tools and equipment whilst on the Company's premises. The Seller's personnel shall, if requested by the Company, sign an undertaking not to disclose information relating to the Company's business and interests to any other party.
19. SUB-CONTRACTORS AND SUPPLIERS
19.1 The Seller shall use only those sub-contractors and/or suppliers that have been approved by the Company in writing in advance.
19.2 Use by the Seller of any particular sub-contractor and/or supplier shall not limit or alter the Seller's obligations to the Company under the Contract, and shall not cause the Company to be responsible or liable for any action, omission, claim, cost, or expense (including without limitation any amendment to the Contract Price) arising from such use.
20.1 The Seller shall keep confidential and shall not disclose without the prior written consent of the Company any technical or commercial information or other information of a confidential nature acquired as a result of any communications between them relating to the Contract and/or the Goods. All such confidential information (including any copies) shall remain the property of the Company and shall if in tangible form be promptly returned or destroyed by the Seller on request by the Company.
20.2 The duty of confidentiality under this Condition shall not apply to information that at the time of disclosure was already in the public domain (other than due to a breach of this Condition) or is required to be disclosed by statute, any order of a court of competent jurisdiction or an appropriate regulatory authority.
21.1 The Company shall have the right at any time and for any reason to terminate the Contract in whole or part by giving the Seller written notice whereupon all work on the Contract shall discontinue and the Company shall pay to the Seller fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include any indirect or consequential loss.
21.2 Without prejudice to any other rights available to it and without liability on its part, the Company may give written notice to the Seller to terminate the Contract (in whole or part) forthwith on the happening of any one of the following events:
21.2.1 if the Seller having been given 28 days notice in writing of any breach of the Contract (including without limitation any breach coming to the attention of the Company during inspection and/or testing under Condition 11.1) fails to remedy the same (if capable of remedy) within such 28 day period; or
21.2.2 if the Seller repudiates or commits any serious breach of the Contract; or
21.2.3 if the Seller becomes insolvent or ceases or threatens to cease to carry on business or makes an arrangement or composition with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation or commences to be wound up; or
21.2.4 if a receiver, manager, administrator, administrative receiver or other equivalent is appointed over all or any part of the undertaking and assets of the Seller.
22.1 Without prejudice to any other right or remedy which the Company may have under the Contract or at law, if the Seller fails to comply with any of the terms of the Contract the Company shall be entitled to any one or more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by the Company or the Company has paid any part of the Contract Price:
22.1.1 to reject the Goods in whole or part and return them to the Seller at the Seller's risk and cost on the basis that a full refund for the Goods so returned shall be paid forthwith by the Seller;
22.1.2 at the Company's option to give the Seller the opportunity at the Seller's expense either to remedy any defect in the Goods or to supply replacement Goods;
22.1.3 to refuse to accept any further deliveries of the Goods without any liability to the Seller;
22.1.4 to carry out at the Seller's expense any work necessary to make the Goods comply with the Contract; and/or
22.1.5 to claim such damages as may have been sustained in consequence of the Seller's breach(es) of the Contract.
22.2 If the Seller delivers Goods that are in breach of the warranties contained in Conditions 7.1 and/or 7.2, then, without prejudice to any other remedies available to the Company, the Company shall be entitled to deduct from the Contract Price or, if the Company has paid the Contract Price, to claim from the Seller by way of liquidated damages for breach such sum as represents the Company's loss or damage arising from the breach.
23. CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
23.1 The Supplier agrees to adhere to the Legrand sustainable development and business ethics requirements as set out in the Charter of Fundamental principles, the guide to Good Business Practices and the Charter for Fair Competition available at www.legrand.co.uk.
23.2 The Supplier will comply with the Legrand sustainable development policy regarding environmental protection, occupational health and safety, human rights and social and labour laws. Legrand expects its Suppliers to demonstrate ethical conduct and socially responsible business practices. Legrand strictly forbids the use of child labour, forced labour and all forms of discrimination. Legrand expects the Supplier to comply with all applicable human rights and employment laws in each country the Supplier is established in and/or operates in. This includes complying with the provisions of the Modern Slavery Act 2015. The Supplier agrees to make sure that its employees are aware of these requirements and to have them trained accordingly.
23.3 Legrand expects its Suppliers to reject all forms of corruption. The Supplier agrees to comply with the existing national and international legal and regulatory texts and conventions for the fight against corruption in every country where it is based and/or in which it operates.
23.4 Legrand expects its Suppliers to comply with the principles of good behaviour set out in its Charter for Fair Competition, particularly in relation to unlawful conspiracy, abuse of market power and the exchanging of insider information. We expect our Suppliers to reject any unfair or restrictive competitive practices and to provide proof of behaviour complying with the regulations in relation to its competitors, customers and distributors.
23.5 Legrand reserves the right to have audits conducted at any time in order to ensure that the Supplier complies with Legrand's sustainable development and business ethics requirements. Accordingly the Supplier guarantees internal or external auditors appointed by Legrand access to its production sites.
24. DATA PROTECTION
24.1 Both parties will comply with all applicable requirements of the Data Protection legislation.
24.2 24.2 For details of how we process your personal data please refer to our Privacy Notice available at www.legrand.co.uk.
25. FORCE MAJEURE
Neither party shall be liable to the other for any breach of the Contract due to circumstances beyond its reasonable control. Such "force majeure" shall include (without limitation) strikes, lock-outs, riots, war or threat of war, actual or threatened terrorist activity, industrial action, natural forces such as fires or explosions and any need to comply with unusual governmental or local authority restrictions. Any party affected by force majeure shall give prompt notice of the circumstances to the other party and shall remedy any breach of the Contract as soon as practicable. In the event of such force majeure persisting for more than six (6) months, either party shall be entitled to terminate the Contract without any liability save for any rights and/or claims which may have existed prior to the force majeure arising.
26.1 The Seller shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company. The Company may assign the Contract or any part of it to any person, firm or company.
26.2 If any provision of the Contract is held by any court or other competent authority to be void or unenforceable either in whole or in part then such whole or part provision shall be deemed deleted from the Contract and the enforceability of the remainder of the Contract shall not be affected.
26.3 A waiver by the Company of a right or remedy provided by the Contract or by law shall only be effective if made in writing and signed by a duly authorised representative. No waiver by the Company of any breach of the Contract shall be taken or held to be a waiver of any succeeding breach. No single or partial exercise by the Company of a right or remedy provided by the Contract or by law shall prevent further exercise of the right or remedy or the exercise of another right or remedy.
26.4 Nothing in these Conditions shall operate to exclude or limit liability for fraud or fraudulent misrepresentation.
26.5 Nothing in the Contract shall be deemed to create between the Company and the Seller or any of the Seller's personnel any of the relationships of partnership, agency, employment or joint venture.
26.6 A person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
26.7 The Contract shall be governed by and construed in accordance with English law and the parties irrevocably submit to the non-exclusive jurisdiction of the English courts in relation to the Contract and its subject matter.
26.8 Any notice to be given under the Contract shall be in writing and delivered by hand or sent by registered first class (international) post or facsimile transmission to the relevant party at its registered office or its address set out in the Contract or to such facsimile number or such other address as each party may notify to the other from time to time. Notice shall be deemed to have been received, if delivered by hand at the time of delivery, if posted two (2) business days (excluding Saturdays, Sundays and UK bank and public holidays) after the date of posting, or if sent by facsimile on a business day before 4.00 p.m. when a valid transmission receipt is received by the sender and otherwise on the next business day.