STANDARD TERMS OF PURCHASE

1. INTERPRETATION 
1.1 In these terms and conditions (“Conditions”) the following words shall have the following meanings: “Commencement Date” means the commencement date for the Services (if any) as set out in the Order. “Company” means Gadget and Gamezone, (Company Registration Number 123456789) who’s registered office is at Unit 4, 12 Horn Lane, Charlton, London, SE10 0RT being the company ordering the Goods and /or the Services as set out in the Order, “Completion Date” means the completion date for the Services (if any) as set out in the Order. “Data” means all data, designs, models, drawings, working notes, prints, specifications, reports, manuscript, documents, manuals, samples, transparencies, photographs, negatives, tapes, discs, software, user guides, written technical or intangible media, and all copies of such items. “Force Majeure” means any circumstances beyond the reasonable control of the Company affecting its ability to perform any of its obligations under these Conditions including, without limitations any act of God, fire, flood, lightning, war, revolution, act of terrorism, riot, civil commotion, strike, lock-out or other form of industrial action, failure of supplies of power, fuel, transport, equipment, raw material or other goods or services. “Goods” mean any goods which the Company is to purchase from the Seller (including any of them or any part of them):

“Legislation” means any statute, subordinate legislation, European directive, international convention, or rule or regulation made pursuant to such legislation. “Order” means the Company’s official purchase order for the Goods and/or the Service submitted to the Seller which shall incorporate these terms and conditions. “Seller” The person, firm or company who accepts the Company’s Order “Services” means any services which the Company is to purchase from the Seller and “Specification” means the Company’s specification and or the Sellers approved bid specifications which are detailed in the Order.

2. FORMATION AND INCORPORATION
2.1 These Conditions are the only conditions upon which the Company is prepared to deal with the Seller and they shall, to the entire exclusion of all other terms or conditions, govern the purchase of the Goods and/or Services from the Seller. No terms and/or conditions endorsed upon, delivered with or contained in the Sellers quotation, tender, acknowledgement or acceptance of order, specification or similar document will form part of these Conditions and the Seller waives any right which it otherwise might have to rely on such terms and/or conditions. Any reference to documents will not be deemed to imply that any terms or conditions endorsed upon, delivered with or referred to in such documents will have effect to the exclusion or amendment of these conditions.

2.2 Each Order of Goods and/or Services by the Company from the Seller shall be deemed to be an offer by the Company to purchase Goods and/or Services subject to these Conditions and no Order shall be accepted until the Seller either expressly by giving notice or acceptance, or impliedly by fulfilling the Order, in whole or in part, accepts the Company’s offer. 2.3 Any purported variation to the Order or these Conditions by the Seller shall have no effect unless agreed in writing with the Company and
signed by a director of the Company.

3. SPECIFICATION
3.1 The quantity, quality and description of the Goods and/or Services shall, subject as provided in these Conditions, be in accordance with the Specification.

3.2 The Seller shall comply with all standards, regulations and/or Legislation in force in the United Kingdom from time to time concerning:

3.2.1 the manufacture, packaging, packing and delivery of the Goods; and
3.2.2 the provisions of the Services
3.3 The Company (acting by itself or through agents) shall have the right to inspect and test the Goods and/or Services provided at all times and the Seller shall not unreasonably refuse any request by the Company to inspect and test:
3.3.1 the Goods during manufacture, processing or storage at the Seller’s premises or any third party’s premises prior to dispatch and the Seller shall provide the Company with all facilities reasonably required for inspection and testing: and
3.3.2 the Service during their provision
3.4 If as the result of such inspection or testing the Company is not satisfied that the Goods and/or Services will comply in all respects with these Conditions and the Company so informs the Seller within 30 days of inspection or testing the Seller shall take all steps necessary to ensure compliance.

3.5 Notwithstanding any such inspection or testing, the Seller shall remain fully responsible for the Goods and/or the Services and any such inspection or testing shall not diminish or otherwise affect the Seller’s obligations under these Conditions.

3.6 The Seller acknowledges that precise conformity of the Goods and/or Services with the Specification and these Conditions is of the essence of these Conditions and the Company shall be entitled to:
3.6.1 reject the Goods if they are not in conformance with the Specification, however slight the variance may be: and/or
3.6.2 rely on the remedies set out in condition 11 of these Conditions.

4. DELIVERY OF THE GOODS AND PROVISION OF THE SERVICES
4.1 The Goods shall be delivered by the Seller on the date(s) and to the delivery address specified in the Order and delivery shall take place when the Goods arrive at the Company’s premises and the Seller acknowledges that time for delivery of the Goods and/or performance of the Services is of the essence.

4.2 The Seller shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed and which shows, inter alia, the Order number, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
4.3 The Services shall begin on Commencement Date and shall be completed on the Completion Date. In the event that the Services are not completed by the Completion Date then the provision of condition 16 shall apply.

5. RISK/OWNERSHIP
5.1 Risk and ownership in the Goods shall pass to the Company upon delivery to the Company in accordance with these Conditions.
5.2 The ownership of the Data shall pass immediately to the Company upon delivery to the Company upon completion of the relevant piece of Data and the Sellers waives and will procure that any of its employees or subcontractors waive any and all moral rights in respect of the Data.
5.3 The Seller will at the Company’s request do all acts and/or things and execute all documents and/or deeds necessary to give effect to Clause

5.2 above.

6. PRICE
6.1 The price agreed between the Company and Seller excludes V.A.T., but includes all costs, duties and levies, adequate packing, inspections, tests, associated existing certificates and the like. The agreed price is fixed for the duration of the agreement.
6.2 The Seller will not increase the price or raise any extra charges (whether on account of increased material, labor or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of the Company.
6.3 Sale of goods; if the sale of goods is being qualified as a zero-rated intra-community transaction as defined in art.138.1 of the Directive
2006/112/EC, the Seller shall state the VAT-number as indicated by the Company on the invoice and in the respective statement.
6.4 Rendering of services; if the ‘reverse rule’ as defined in art.194, 196 and/or 199 of the Directive 2006/112/EC applies on the rendering of services, the Seller shall state the VAT-number as indicated by the Company on the invoice.

7. PAYMENT
7.1 The Seller shall be entitled to invoice the Company on or at any time after delivery or the Goods and/or the completion of the Services and each invoice shall quote the Company’s Purchase Order number.
7.2 Unless otherwise stated in the Order, the Company shall pay the price of the Goods and/or Services within 30 days after receipt by the Company of a proper VAT invoice.
7.3 Without prejudice to any other right or remedy, the Company may set off any amount owing at any time from the Seller to the Company against any sums payable to the Company to the Seller under these Conditions.

8. CONFIDENTIALITY
8.1 The Seller shall keep in strict confidence and not disclose to any third party all technical or commercial know-how, specifications, inventions, processes or initiatives and/or any other information relating to the Order, the Company’s business and/or products (“Confidential Information”) and which have been disclosed to the Seller by the Company or its agents. The Seller shall restrict disclosure of Confidential Information to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Sellers obligations to the Company under these Conditions and shall ensure that such employees, agents or sub-contractors are subject to obligation of confidentiality no less onerous than those of the Seller under these Conditions.

8.2 Confidential information shall not include any information which:
8.2.1 the Seller can prove by documentary evidence produced to the Company within 28 days of a request by the Company was Confidential Information was already in the Sellers possession and at its free disposal;

8.2.2 the Seller can prove by documentary evidence produced to the company was independently developed by the Seller without reference to the Company’s Confidential Information;
8.2.3 is disclosed to the Seller in writing without any obligations of confidentiality by a third party who has not derived it indirectly or directly from the Company;

8.2.4 is or becomes generally available to the public in printed publications in general circulation through no act or default on the part of the Seller, or
8.2.5 is required to be disclosed by law on condition that the Seller give the Company 7 working days advance notice of such disclosure and only discloses such information as is absolutely necessary to comply with the Sellers legal obligation to disclose.

9. WARRANTIES AND IDEMNITY
9.1 The Seller warrants to the Company that:
9.1.1 the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1994, and fit for any purpose held out by the Seller or made known to the Seller in writing at the time the Order is placed;
9.1.2 the Goods will be free from defects in designs, material and workmanship within the meaning of the Consumer Protection Act 1987;
9.1.3 the Goods will correspond in every respect with any Specifications, drawings, samples or descriptions provided by the Company;
9.1.4 the Goods will comply with all Legislation and/or voluntary codes of conduct relating to the Goods and/or their sale and supply;
9.1.5 the Services will be provided with reasonable skill, due care and attention, with and in accordance with best industry practice and in any event to the satisfaction of the Company;
9.1.6 the Services will be provided by experience and competent people; And
9.1.7 the Services will comply with all relevant Legislation and recognized industry standards.
9.2 The Seller shall indemnify and keep indemnified the Company in full from and against any and all liability, loss, damages, injury, costs and expenses (including increased administration costs and reasonable legal expenses) awarded against, or incurred or paid by the Company as a result of or in connection with;
9.2.1 breach of any warranty given by the Seller in relation to the Goods and/or Services:
9.2.2 any claim that the Goods and/or Services infringe, or their use, resale or importation infringes any patent, copyright, registered design right, trade mark, trade name or other intellectual property right of any other third party in any jurisdiction except to the extent that the claim arises directly and solely from any specifications, drawings, samples or descriptions provided by the Company (only to the extent that such drawing and or sample have not been approved by the Seller);

9.2.3 any claim made against the Company is respect of any liability, loss, damages, costs or expenses sustained by the Company’s employees or agents, by any of the Company’s customers or a third party to the extent that such liability, loss, damage, cost or expense was caused by, relates to or arises either directly or indirectly from the Goods and/or the performance of the Services; and/or
9.2.4 any act or commission of the Seller or its employees, agents or sub-contractors in supplying, delivering, installing the Goods and/or performing the Services in accordance with these Conditions.
9.3 The Seller shall at its own cost and expense, effect (if the same is not already in place) and maintain in full force and effect during the currency of its trading relationship with the Company, with a reputable insurance company (and to extent that the same is not already in place ensure that such insurance company is pre-approved by the Company), public, employer’s and product liability insurance in respect of any and all contractual risks and/or liability that the Seller may have under these conditions providing a minimum cover of an amount not less than £1,000,000.00 (one million pounds sterling).
9.4 The Company may request that the Seller provides the Company with evidence of its insurance policies required under clause 9.3 (including but not limited to the policy scheduled and the terms and conditions of such policies) and evidence that such policies have been updated on the policy’s renewal anniversary and are current, in force and up to date. Such evidence shall be provided within fifteen (15) working days of any such request. Failure to provide such evidence may be taken by the Company to indicate that the Seller has failed to meet its obligations to provide insurance cover required under these Conditions.

10 TERMINATION
10.1 The Company shall have the right at any time by giving notice in writing to the Seller to terminate these Conditions immediately if:
10.1.1 the Seller commits a breach of any of these Conditions;
10.1.2 any distress, execution or other legal process is levied upon any of assets of the Seller, the Seller enters into any arrangement or composition with its creditors, commits any act of bankruptcy or (being a corporation) if an order is made or an effective resolution is passed for its winding up (except for the purpose of amalgamation or reconstruction), or if a petition is presented to court, or if a receiver and manager, receiver, administrative receiver or administrator is appointed in respect of the whole, or any part of the Seller’s undertaking or assets, the Seller ceases or threatens to cease to carry on its business and/or the financial position of the Seller deteriorates to such an extent that in the opinion of the Company the capability of the Seller adequately to fulfil its obligations under the Conditions has been placed in jeopardy; and/or

10.1.3 the Company reasonably apprehend that any of the events mentioned above are about to occur in relation to the Seller.
10.2 The termination of these Conditions, however arising, will be without prejudice to the rights and duties of either party accrued prior to termination. The Conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.

11 REMEDIES
11.1 Without prejudice to any other right or remedy which the Company may have, if any Goods and/or Services are not supplied in accordance with or the Seller fails to comply with any of the terms of these Conditions the Company shall, at its discretion, be entitled to avail itself of any one or more of the following remedies, notwithstanding acceptance of the Goods or any part by the Company:

11.1.1 to cancel the Order
11.1.2 to reject the Goods (in whole or part) and, at the risk and cost of the Seller, return them to the Seller on the basis that a full refund for the Goods returned shall be paid to the Company by the Seller immediately upon notice of such rejection;
11.1.3 at the Company’s option and the Seller’s expense, request the Seller to promptly repair or replace the Goods and/or re-perform the Services and carry out any other necessary work to ensure that these Conditions are fulfilled;
11.1.4 without any liability to the Seller, to refuse to accept any further deliveries of the Goods;
11.1.5 to carry out at the Seller’s expense any work necessary to make the Goods comply with these Conditions;
11.1.6 to claim such damages as may have been sustained as a result of the Seller’s breaches of these Conditions; and/or

11.1.7 to withhold payment due to the Seller or recover as a sum of money due from the Seller, or any portion thereof, or any sums that are allocable to the non-conforming part of the Goods and/or Services where the non-conforming part of the Goods and/or Services are solely as a result of the acts/or omissions of the Seller, its agents and/or subcontractors.

12. HEALTH AND SAFETY
12.1 Any Goods and/or Services Supplied under these Conditions shall be provided, formulated, designed, constructed, finished and packaged as to be safe and without risk to health and all Goods will be supplied will full instructions for their proper use, maintenance and/or repair and with any necessary warning notices clearly displayed.
12.2 The Seller agrees before delivery of the Goods to furnish the Company with a written list of the name and description of any harmful or potentially harmful properties or ingredient in the Goods supplied whether in use or otherwise and thereafter information concerning any changes in such properties or ingredients. The Company will rely on the supply of such information from the Seller in order to satisfy its own obligations under the Health and Safety at Work Act 1974 and any other legislation.
12.3 In respect of all Goods supplied the Seller will maintain and observe quality control and quality assurance standards in accordance with the Company’s requirements, its customs, relevant British Standards, Legislation statutory and regulatory bodies

13. ASSIGNMENT
13.1 These Conditions are personal of the Seller and the Seller shall not assign or transfer or purport to assign or transfer to any other person any of its rights or subcontract any of its obligations under these Conditions.
13.2 The Company may assign these Conditions or any part thereof to any person, firm or company.

14. FORCE MAJEURE
14.1 The Company may defer the date of delivery or payment or cancel these Conditions or reduce the volume of the Goods and/or Services ordered if it is prevented from or delayed in the carrying on of its business through any event of Force Majeure. In the event that the Company cancels these Conditions pursuant to this condition 14.1 then the Company undertakes to pay the Seller for those Goods delivered and/or Services performed up to and including the date of cancellation.

15. GENERAL
15.1 The Company may, at is sole discretion, amend these Conditions at any time providing the Seller with 7 days written notice and such variation shall take effect upon the expiry of such notice.
15.2 Each right or remedy of the Company under these Conditions is without prejudice to any other right or remedy of the Company whether under these Conditions or not.
15.3 Any provision of these Conditions which is held by a competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, void ability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions and the remainder of such provision shall not be affected.
15.4 No waiver by the Company of any breach of these Conditions shall be considered as a waiver of any subsequent breach of the same provisions or any other provision.
15.5 The parties to these Conditions do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it. This shall not apply to members of the Company’s group from time to time who shall subject to the Company’s consent have the right to enforce these Conditions. Any right of a third party to enforce these Conditions may be varied and/or extinguished by agreement between the Seller and the Company.
15.6 The formation, construction, performance, validity and all aspects of these Conditions are governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

16. LIQUIDATED DAMAGES
16.1 Without prejudice to any other rights or remedy that the Company may have under these Conditions or at law, if the Seller fails to complete the Services by the Completion Date, then the Company shall be entitled to liquidated damages of 0.5% (zero point five percent) of the fixed price for the Services (as set out in the Order) for each day that the Services goes beyond the Completion Date.

16.2 The Seller acknowledges that the liquidated damages set out under this condition 16 are a genuine per-estimate of the losses likely to be suffered by the Company if the Services are not completed by the Completion Date and are reasonable in the circumstances.
We agree to abide by the terms set out above:

Company Name:……………………………………………………………………..

Signature:……………………………………………………………………………

Print Name:……………………………………………………………………………

Position:……………………………………………………………………………..

Date:…………………………………………………………………………..