1.1 'Order' shall mean this Purchase Order.
1.2 'Conditions' shall mean these Conditions of Purchase and any amendments or additions to these Conditions of Purchase which may be stated in the Order. To the extent that any such amendments or additions conflict with these Conditions of Purchase, the amendments and additions shall take precedence.
1.3 'Buyer' shall mean the company placing the Order, as shown in the Order.
1.4 'Supplier' shall mean the person, firm or entity on which the Order is placed.
1.5 'Supply' shall mean all goods, work, documents, software and services to be supplied by Supplier under the Contract.
1.6 'Contract' shall mean the contract formed by Supplier's unqualified acceptance of the Order, or by Supplier’s commencement of performance of the Order, or by issue of Buyer's Order accepting Supplier's quotation, whichever occurs first. The Contract shall consist of the Order, the Conditions and any documents which the Order states are incorporated in the Contract, but to the exclusion of any other terms and conditions contained in any document issued by Supplier at any time.


The Supply shall be in conformity with all standards, specifications, drawings, samples or descriptions stipulated in the Contract. The Supply shall be of satisfactory quality and free from defects in design, materials and workmanship. The Supply shall be fit for any purpose specified in the Contract, or if no purpose is specified expressly or by implication, the Supply shall be fit for its normal purpose. The Supply shall conform to British and European Union legislation.


Buyer, Buyer’s client, and any representative of either shall be entitled to examine progress of work under the Contract (wherever such work may be located) at any time during normal working hours, and to carry out and/or witness such inspections and tests as may be required under the Contract. Neither the carrying out or witnessing of, nor failure to carry out or witness, any such examination, inspection or test shall relieve Supplier from any responsibility or liability.


4.1 Buyer shall be entitled by notice to Supplier in writing at any time or times prior to completion of the Supply to instruct Supplier to make changes to the quantities, specifications and/or timing of all or part of the Supply. Supplier shall implement any such change upon receipt of Buyer’s written instruction, and any such change shall not invalidate the Contract. If any such change affects the cost to Supplier of performing the Contract and/or the time necessary for performance, a reasonable adjustment to the Order price and/or time for performance shall be made.
4.2 Supplier shall notify Buyer in writing within 7 working days from the time Supplier becomes aware (or ought reasonably to have become aware) of any matter which Supplier considers may entitle it to adjustment of the Order price and/or completion date. Failure so to notify Buyer shall constitute a waiver by Supplier of any entitlement which may otherwise have existed in respect of the matter concerned.
4.3 Any variation or change instructed by Buyer in accordance with clause 4.1, or notified by Supplier in accordance with clause 4.2 if agreed by Buyer, shall be instructed or confirmed by issue by Buyer of an Order variation on Buyer's official purchase order form. Claims in respect of matters not so instructed or confirmed will not be accepted or valid.


5.1 The date(s) for delivery and/or completion of the Supply shall be as specified in the Contract.
5.2 Supplier shall deliver the Supply during normal working hours, carriage paid and at the risk of Supplier, at the delivery point specified in the Contract. Deliveries of goods, documents and software must be accompanied by an advice note listing the delivered items in sufficient detail to permit inspection and checking by Buyer. For goods deliveries, no responsibility for payment will be accepted by Buyer unless a delivery advice note has been signed by an authorised representative of Buyer.
5.3 If the Supply (including packaging and any certification or documentation stipulated in the Contract) does not comply with any requirement of the Contract, including but not limited to quantity, quality or description, Buyer shall be entitled to reject the Supply in whole or in part, notwithstanding signature by Buyer of any delivery advice note. Any acceptance of such Supply by Buyer shall be without prejudice to any rights that Buyer may have against Supplier. Buyer shall be entitled to reject Supply delivered in advance of any earliest date for delivery stipulated in the Order. Buyer shall be entitled to reject any part-delivery unless the Order specifically permits part-deliveries. Buyer shall be entitled to return any rejected Supply to Supplier at Supplier’s expense and risk, or to give Supplier notice to collect such rejected Supply. Risk in rejected Supply shall revert to Supplier when Buyer gives Supplier notice of rejection in writing.


6.1 All correspondence, advice notes, invoices and other documentation shall be sent to the address specified in the Order and shall be clearly marked with Buyer's Order number and Supplier's name.
6.2 Any documentation to be delivered by Supplier under the Contract, including but not limited to drawings, test certificates, material certificates, inspection certificates, type approval certificates, certificates of conformity, and instruction manuals, shall be delivered to the address and at the time specified in the Contract, or if no address or time is specified shall be delivered with the goods to which they relate.

Prices and rates stated in the Contract are firm, fixed and valid for the duration of the Contract and are deemed to include for everything necessary to carry out the Contract.


8.1 Unless stated otherwise in the Contract, invoices shall be submitted by Supplier only when delivery (including any documentation and certification specified in the Contract) is complete. Except to the extent that the Order may specify part-deliveries, the payment period for any part-delivery shall not commence until delivery is complete. If an earliest date for delivery is stipulated in the Order, earlier delivery shall not entitle Supplier to earlier payment.
8.2 Payment shall be due 60 days after the end of the month in which a correct invoice in accordance with the Contract is received by Buyer.


Property in the Supply shall pass to Buyer when the Supply is delivered to Buyer; except that if any part of the price is payable before delivery, property in all goods and material allocated to the Contract and all documents and software produced pursuant to the Contract shall pass to Buyer as soon as Buyer makes the initial payment. Supplier shall mark such items as the property of Buyer but they shall be at Supplier's risk until delivery. Risk in the Supply shall pass to Buyer when the Supply is delivered to Buyer, or when any site work included in the Supply is accepted by Buyer in writing as complete, if later.


Should any defect in design, materials or workmanship become evident in the Supply within the period stated in the Order (or if no period is stated, within 24 months after completion of delivery), Buyer may call upon Supplier to make good such defect by repair or replacement at Buyer's option, carriage paid and free of charge. The same provisions shall apply to any rectified or replacement Supply from the time of completion of rectification or replacement. The provisions of this clause shall be in addition to, and not in substitution for, Buyer’s legal rights and remedies in respect of any defect in the Supply.


All drawings, designs, documents, software, tools and patterns made available by or through Buyer to Supplier, or originally created or developed by Supplier under the Contract, shall remain or become the property of Buyer and shall not be disclosed or delivered by Supplier to any other person, firm or entity or used by Supplier other than for performing the Contract, and shall be returned or delivered to Buyer upon completion or termination of the Contract unless otherwise instructed in writing by Buyer.


Supplier shall indemnify Buyer against all costs, claims, proceedings or demands in respect of any infringement or claimed infringement of intellectual property rights resulting from sale or use of the Supply, including but not limited to infringement of any patent, registered design, trade mark, copyright or rights in software.


Supplier shall indemnify Buyer against all liability which Buyer may incur to any other party and against all costs, expenses, claims, demands, proceedings and damages incurred by or made against Buyer by reason of any act, omission or breach of statutory duty of Supplier, its employees, sub-contractors or agents in connection with the Contract, including but not limited to late delivery or completion and any defect in the Supply. Where this order applies to works or services to be supplied to Buyer, then in addition to the forgoing, the Supplier shall be liable for, and shall indemnify Buyer against, any expense, loss, claim or proceedings howsoever arising under any statute or at common law in respect of personal injury to or the death of any person whomsoever arising out of or in connection with this Contract and Buyers contract except to the extent that the same is due to any act or neglect of Buyer 14. SITE WORK

If the Contract requires Supplier or any of its employees, sub-contractors, servants or agents to attend at any premises or site stipulated by Buyer, Supplier shall ensure that throughout any period that such persons are on such premises or site all statutory rules and regulations will be observed (including but not limited to Health and Safety legislation) as well as any rules and regulations laid down by Buyer or otherwise applicable to the premises or site.


15.1 If Supplier fails to comply with any material provision of the Contract (including without limitation date of delivery or completion) or becomes bankrupt or insolvent or has a receiving order made against it or compounds with its creditors or being a corporation commences to be wound up other than for the purpose of reconstruction or amalgamation or carries on its business under a receiver, or if any equivalent event occurs under applicable law, Buyer may terminate the Contract forthwith by written notice without prejudice to any other rights of Buyer.
15.2 Buyer shall be entitled to terminate the Contract at any time in whole or in part for the convenience of Buyer. In such event Buyer's liability shall be limited to payment of a reasonable price (calculated on the same basis as the Order price) for work properly carried out under the Contract up to the date of termination, and reimbursement of actual reasonable and substantiated direct costs properly incurred by Supplier in terminating any associated suborders.

Neither Buyer nor Supplier shall be liable to the other, whether by way of indemnity, breach of contract, or tort (including but not limited to negligence), for loss of profit or anticipated profit, loss of contracts, loss of use or production, business interruption, or any indirect or consequential loss arising out of or in connection with the Contract.


Waiver by Buyer of any specific fault or default, or failure by Buyer to terminate the Contract in whole or in part under clause 15.1 when a right to do so arises, shall not constitute a waiver by Buyer of any of the Conditions or other requirements of the Contract except to the extent that any such waiver is specifically granted in writing and then only in respect of the actual instance of fault or default in respect of which such waiver is granted.


No right or obligation under the Contract may be assigned by Supplier in whole or in part to another party without the prior written consent of Buyer.

19. LAW

The Contract shall in all respects be governed by and interpreted in accordance with English law and the English courts shall have exclusive jurisdiction.


20.1 No Improper Means of Obtaining Business. Buyer and Supplier intend that no payments or transfers of value shall be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion or kickbacks, or other unlawful or improper means of obtaining business.
20.2 No Bribes; Anti-Boycott Laws. Supplier will not, directly or indirectly, pay, offer, authorize or promise any monies or anything of value (such as gifts, contributions, travel, or entertainment) to any person or organization, including any employee of Supplier’s or Buyer’s customers, or any Government Official (which includes any employee or official of any governmental authority, government owned or controlled entity, public international organization or political party; or any candidate for political office) for the purpose of improperly influencing their acts or decisions. Supplier will take appropriate actions to ensure that any person representing or acting under its instruction or control (“Supplier’s Agents”) will also comply with this Section. The Supplier will not request Buyer to take any action which is prohibited or penalised under any U.S. anti-boycott law or regulation, and any such apparent request will be deemed null and void. Nothing in this Agreement or in any such apparent request will be construed to require or to constitute an agreement by Buyer to take action which is prohibited or penalised under any U.S. anti-boycott law or regulation.
20.3 No Kickbacks. No part of the payment of any amounts payable under this Agreement will be distributed to Buyer, its affiliates or customers, or any of its employees or their family members.
20.4 No Conflicts. Except as disclosed in writing to Buyer (in a questionnaire response or otherwise), Supplier represents that it does not have any reason to believe that there are any potential conflicts of interest regarding its relationship with Buyer, such as family members who could potentially benefit from the commercial relationship established by this Agreement; and neither Supplier, nor any of Supplier’s Agents, are or have any family members who are Government Officials in a position to influence your commercial relationship with Buyer.
20.5 Accurate Books and Records. Supplier will maintain complete and accurate books and records in accordance with generally accepted accounting principles in Supplier’s jurisdiction, consistently applied, properly and accurately recording all payments made by Supplier or Supplier’s Agents in performance of this Agreement or related to it, and any commission, compensation, reimbursement, or other payment made by or on behalf of Buyer to Supplier or Supplier’s Agents. Supplier will maintain a system of internal accounting controls reasonably designed to ensure that it maintains no off-the-book accounts and that its assets are used only in accordance with its management directives.
20.6 Notification. Supplier will notify Buyer promptly if (a) Supplier or any of Supplier’s Agents have reason to believe that a breach of this Section has occurred or is likely to occur; or (b) if any conflicts of interest arise after the signing of this Agreement, including if any of Supplier’s Agents or their family members become a government official or political party candidate in a position to influence Supplier’s commercial relationship with Buyer. Supplier will send all such notices to phil@firemain.com or to such other location as Buyer may designate in writing.
20.7 Compliance Certification. Supplier will, when and as may be requested by Buyer from time to time, provide to Buyer a written certification in form and substance satisfactory to Buyer that Supplier is in compliance with this Section.
20.8 No Payments for Improper Activities. Buyer will not be required under any circumstances to take any action or make any payments that Buyer believes, in good faith, would cause it or its affiliated companies to be in violation of any Anti- Corruption Laws (Anti-Corruption Laws include, collectively, the United States Foreign Corrupt Practices Act, laws under the OECD Anti-Bribery Convention and local anti-corruption laws). If Buyer at any time believes, in good faith, that a breach of any of the representations and warranties in this Section has occurred or may occur, Buyer may withhold any commission, compensation, reimbursement, or other payment until such time as Buyer has received confirmation to its reasonable satisfaction that no breach has occurred or will occur. Buyer shall not be liable to Supplier for any claim, losses, or damages whatsoever related to Buyer’s decision to withhold any commission, compensation, reimbursement, or other payment under this provision.
20.9 Audit Rights. If Buyer at any time believes, in good faith, that Supplier has breached the warranties, representations or agreements in this Section, then Buyer will have the right to audit Supplier‘s books and records related to this Agreement in order to verify Supplier’s compliance with the provisions of this Section. The audit will be performed by individuals selected by Buyer. However, upon request by Supplier, Buyer will select in its sole discretion an independent third party to conduct an audit in order to certify to Buyer that no breach has occurred or will occur. Supplier will fully cooperate in any audit conducted by or on behalf of Buyer.
20.10 Termination Rights. Any breach of the warranties, representations or agreements in clauses 20.1 to 20.9 will constitute grounds for immediate termination of this Agreement for cause by Buyer and no commission, compensation, reimbursement or other payment will be due to Supplier. Supplier will indemnify and hold Buyer harmless against any actions, legal claims, demands, proceedings, losses, damages, costs, expenses and other liabilities of whatever nature resulting from Supplier’s breach of the representations, warranties and agreements contained in this Article 20.
20.11 Data Privacy Consent. Supplier consents to the collection, processing and international transfer of data and information related to the business relationship between it and Buyer, including the transfer of personally identifiable data (for example names, email addresses, telephone numbers) to and between Buyer and its affiliates wherever they may be located throughout the world, for the purposes of allowing Buyer and its affiliates to evaluate Supplier’s experience and qualifications and implement any business. Supplier has the right to: (a) request access to this data; (b) rectify or cancel any inaccurate or expired data; and (c) object to any processing that does not conform to these purposes. Supplier may exercise its rights by writing to Buyer at phil@firemain.com or to such other location as Buyer may designate.
Where this order is for works or services to be supplied to Buyer, then in addition to the forgoing the following clauses shall apply to each and every order.


The Supplier shall take out and maintain insurance in respect of claims arising whether under statute or at common law in respect of personal injury to or death of any person whomsoever arising our of or in connection with the Contract. As and when requested to do so the Supplier shall provide Buyer with documentary evidence that such insurances have been taken out and are being maintained.


When attending Buyers premises or the place where Supplier is to work/provide the service (this may include a construction site or Buyer’s clients’ premises etc.), the Supplier, his agents, and sub-contractors shall take all steps as are necessary to ensure full and complete compliance with all health and safety and other office/site procedures applicable to those premises/locations and statute.