1. Interpretation
1.1 In these Terms:
“Acceptance Certificate” means a certificate issued by the Supplier to Piddington and signed by the Supplier’s employee responsible for Quality Assurance in accordance with clause 4.2 to confirm the Product Tests have been passed.
“Agreement” means the agreement between Piddington and the Supplier for the supply of the Products and/or Services, consisting of (i) the Purchase Order, (ii) these Terms, (iii) the Specification (if issued), and (iv) acceptance by the Supplier of the Purchase Order in accordance with clause 2.2.
“Piddington” means Piddington Engineering Limited, whose registered office is at Unit 3, Gadwey House, Leigh Street, High Wycombe, Buckinghamshire, United Kingdom, HP11 2QU.
“Confidential Information” means the Specification and any other technical or commercial know-how of a confidential nature relating to the Products or Components, together with any other confidential information relating to Piddington’s business, products, services, customers or operations which is disclosed to or obtained by the Supplier under the Agreement.
“Components” means any product components specified in the Specification (where applicable).
“Contract Price” means the total price for the Products and/or Services, as set out in the Purchase Order.
“Delivery Date” means each date for delivery of the Products and/or Services to the Delivery Location, as specified in the Purchase Order (as may be amended under clause 2.4).
“Delivery Location” means the address for delivery of the Products and/or Services as set out in the Purchase Order.
“Intellectual Property Rights” means (i) patents, inventions, designs, copyright and related rights, database rights, trademarks, trade names (whether registered or unregistered), and rights to apply for registration; (ii) proprietary rights in domain names; (iii) know-how and confidential information; (iv) applications, extensions and renewals in relation to these rights; and (v) all other rights of a similar or equivalent nature anywhere in the world.
“Non-Disclosure Agreement” means the Non-Disclosure Agreement entered into between Piddington and the Supplier.
“Product Tests” has the meaning given in clause 4.1.
“Products” means the products specified in the Purchase Order, as further described in the Specification.
“Purchase Order” means the purchase order issued by Piddington for the supply of the Products, as amended under clause 2.4.
“Services” means any and all services provided by the Supplier to Piddington.
“Specification” means the specification attached to or specified in the Purchase Order.
“Supplier” means the party to whom the Purchase Order is addressed.
“Terms” means these purchase terms (subject to any amendments contained in the Purchase Order).
“Warranty Period” means, for any of the Products, the period of 24 months after the applicable Delivery Date.
1.2 In these Terms:
(a) Words denoting the singular include the plural and vice versa, and words denoting any gender include all genders.
(b) References to:
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(i) Clauses are to clauses of these Terms (and clause headings are for convenience only and do not affect interpretation);
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(ii) Any statute or statutory provision includes that statute or provision as amended or re-enacted; and
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(iii) Any phrase introduced by “including”, “include”, “in particular” or similar words shall be construed as illustrative and shall not limit the generality of the preceding words.
2. Basis of Agreement
2.1 The Purchase Order constitutes an offer by Piddington to purchase the Products or Services specified therein from the Supplier in accordance with these Terms and the Specification.
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.
2.3 These Terms and the Specification apply to the Agreement to the exclusion of any other terms the Supplier may seek to impose or incorporate, whether implied by trade, custom, practice or course of dealing. In the event of any conflict between the Agreement documents, the order of priority shall be: (i) these Terms, (ii) the Purchase Order and (iii) the Specification.
2.4 Piddington may at any time amend:
(a) the quantity of Products relating to any delivery under the Purchase Order, provided such amendment is notified at least 30 days before the Delivery Date, save that the total quantity of Products ordered shall remain unchanged;
(b) the Delivery Date for delivery of the Products by giving at least 30 days’ notice to the Supplier.
The Supplier shall comply with any amendment under this clause and thereafter references to the Purchase Order shall be deemed to include such amendment.
3. Assembly of Products
The Supplier shall, to the extent required, perform the following activities in relation to the assembly of the Products:
(a) procure Components from the manufacturer(s) specified in the Specification in such quantities as required to fulfil the Purchase Order;
(b) upon receipt of any Components, inspect each Component to ensure it: (i) complies with the Specification; (ii) is of satisfactory quality; and (iii) is free from apparent defect in design, material, manufacture or workmanship;
(c) assemble the Products using the Components in accordance with the Specification.
4. Product Tests
4.1 Once the activities referred to in clause 3 are completed, the Supplier shall conduct appropriate tests to determine whether each of the Products complies with the Specification (“Product Tests”).
4.2 If the Products pass the Product Tests, the Supplier shall provide Piddington with an Acceptance Certificate in respect of those Products at the time of Delivery (or on request if not provided at Delivery).
4.3 If any Products fail the Product Tests, the Supplier shall promptly notify Piddington and determine the cause of failure, including (if required) root-cause analysis.
4.4 If failure results from:
(a) the Supplier’s failure to perform the Services in accordance with these Terms, the Supplier shall, at its cost and as soon as possible, re-perform the Services;
(b) a defect in the Components, the Supplier shall, at its cost, obtain replacement Components and reperform the Services so the Products pass the Product Tests.
4.5 After remedial action, the Supplier shall repeat the Product Tests. This process shall repeat until passed, provided Piddington may terminate the Agreement if Products fail on two or more occasions.
4.6 Without prejudice to clause 4.1, Piddington may check progress of work and inspect the Products at the Supplier’s premises or at the premises of sub-contractors.
4.7 Acceptance of this Purchase Order grants Piddington Engineering, its authorised customers, and regulatory agencies a right of entry to Supplier premises and access to Supplier records to verify conformity.
4.8 All quality and production records relating to the Purchase Order shall be retained by the Supplier for a minimum of 10 years and copies submitted on delivery or on request.
5. Delivery, Title and Risk
5.1 The Supplier shall deliver the Products to the Delivery Location on the relevant Delivery Date(s). Delivery shall be completed upon unloading of the Products at the Delivery Location and written confirmation of receipt by an authorised Piddington representative.
5.2 The Supplier shall ensure the Products are securely packaged and delivered undamaged. If any Products are damaged prior to delivery, the Supplier shall promptly replace them at no additional cost to Piddington. Title remains with the Supplier until the Contract Price is paid in full.
5.3 Title and risk in the Products (including any replacement Products under clause 5.2 and any unfinished Products or Components supplied under clause 10) shall pass to Piddington on completion of Delivery. Acceptance of delivery is without prejudice to Piddington’s rights of rejection.
5.4 Delivery charges are the responsibility of the Supplier. If such charges are not separately specified in the Contract Price, they will not be paid by Piddington.
5.5 Delivery shall be on a DDP (Delivered Duty Paid) basis in accordance with INCOTERMS 2000, with carriage, insurance and freight paid by the Supplier.
6. Delivery Delays
6.1 If the Supplier becomes aware of a delay or likely delay in delivery, it must immediately notify Piddington specifying the cause, duration, and potential impact. The Supplier must take all reasonable steps to minimise delay.
6.2 If delay is caused by Piddington or force majeure under clause 20.1, affected Delivery Dates may be extended for a reasonable period determined by Piddington following consultation.
6.3 If the Supplier fails to deliver by the Delivery Date, the Supplier must pay Piddington the “Daily Delivery Delay Amount” (as stated in the Purchase Order) for each full day of delay until successful delivery or termination.
6.4 Payment of delay amounts is a price adjustment reflecting non-compliance and is without prejudice to Piddington’s other remedies.
6.5 Time is of the essence. If the Supplier fails to deliver within 14 days following the Delivery Date, Piddington may terminate the Agreement (in whole or part) immediately.
7. Inspection
7.1 After delivery, Piddington may conduct inspections and tests to determine compliance with the Purchase Order and Specification. If not satisfied, Piddington may reject the Products and require the Supplier to deliver replacements within 14 days at its expense.
7.2 If the Supplier fails to replace rejected Products within 30 days, Piddington may purchase equivalent replacement Products elsewhere and recover any difference in cost from the Supplier.
7.3 Piddington may return rejected Products carriage paid or require the Supplier to collect them at the Supplier’s risk and expense. Inspection does not relieve the Supplier of its obligations. The Supplier must ensure its sub-contractors comply with equivalent obligations.
8. Contract Price
8.1 The Supplier shall invoice Piddington for the Products in accordance with the Purchase Order. All amounts are payable in pounds sterling and exclusive of VAT unless stated otherwise. VAT is payable upon receipt of a valid tax invoice. If an amount is disputed, Piddington may withhold it until resolution.
8.2 The Contract Price is inclusive of all charges for packaging, shipping, insurance, delivery and any duties or taxes other than VAT.
8.3 If Piddington fails to pay any undisputed amount properly due under the Agreement, the Supplier may charge interest (after 30 days overdue) at 2% per annum above Lloyds Bank plc base rate until payment. This does not apply to disputed sums.
9. Tooling
9.1 Any tooling costs chargeable to Piddington must be identified separately in the Purchase Order.
9.2 All tooling for which Piddington has been charged shall become the exclusive property of Piddington. The Supplier shall:
(a) take all necessary steps to transfer title to Piddington promptly after creation or acquisition;
(b) use such tooling only for performance of the Services or as directed by Piddington in writing;
(c) keep the tooling in safe custody at its own risk;
(d) insure it for full replacement value;
(e) maintain it in good working condition; and
(f) deliver it to Piddington (or its nominated location) on request, expiry, or termination of the Agreement.
10. Warranties
10.1 The Supplier represents, warrants and undertakes that all Products delivered:
(a) are of satisfactory quality;
(b) have passed the Product Tests under clause 4;
(c) conform to the Specification during the Warranty Period;
(d) are free from design, material, manufacture or workmanship defects during the Warranty Period;
(e) are fit for any specified purpose in the Specification; and
(f) comply with all statutory and regulatory requirements at the time of delivery.
10.2 The Supplier also warrants that it shall:
(a) perform the Services in accordance with the Purchase Order, Specification, and Piddington’s instructions;
(b) exercise reasonable care, skill and diligence and work to ISO 9001 and best industry practice;
(c) use appropriately trained and skilled personnel; and
(d) obtain and maintain all necessary licences and consents.
10.3 The Supplier shall ensure that Piddington obtains the full benefit of any warranties applicable to the Components from their manufacturers.
11. Remedies
If the Supplier breaches clauses 10.1, 10.2 or 10.3, Piddington may (without prejudice to other rights):
(a) terminate the Agreement;
(b) reject the Products and/or Services and return them at the Supplier’s risk and expense;
(c) require prompt replacement or rectification at the Supplier’s cost;
(d) obtain a full refund for rejected Products and/or Services; or
(e) refuse to accept further deliveries.
12. Indemnities
The Supplier shall indemnify Piddington against all costs, losses, liabilities and expenses arising out of:
(a) any fault or defect in the Products or Services (unless caused by Piddington); or
(b) any breach of confidentiality obligations under these Terms.
13. Insurance
During the term of the Agreement, and for six years thereafter, the Supplier shall maintain with a reputable insurance company:
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professional indemnity insurance,
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product liability insurance, and
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public liability insurance,
each with minimum cover of £5 million.
The Supplier shall provide evidence of insurance and proof of premium payment on request by Piddington.
14. Liability
14.1 Nothing in these Terms shall limit or exclude liability for:
(a) fraud;
(b) death or personal injury caused by negligence;
(c) any liability which cannot be excluded by law; or
(d) any indemnity under clause 12.
14.2 Subject to clause 14.1, the total aggregate liability of either party to the other, whether in contract, tort (including negligence), misrepresentation or otherwise, shall not exceed 300% of the Contract Price.
14.3 Subject to clause 14.1, neither party shall be liable for indirect or consequential loss or damage.
15. Intellectual Property Rights
Nothing in these Terms transfers to the Supplier any Intellectual Property Rights or proprietary rights relating to the Specification, Confidential Information, or any other materials provided by Piddington.
16. Confidentiality
The Supplier shall keep all Confidential Information strictly confidential and comply with the Non-Disclosure Agreement.
If no Non-Disclosure Agreement exists, then:
(a) Confidential Information may only be used for performance of the Agreement;
(b) It may only be disclosed to employees, agents or subcontractors who need to know it for performance purposes and who are bound by equivalent confidentiality obligations.
17. Termination
17.1 Piddington may terminate the Agreement (in whole or in part) at any time with immediate effect by giving 90 days’ written notice. Upon such termination, the Supplier shall discontinue all work. Piddington’s liability shall be limited to reasonable costs incurred up to the date of termination, not exceeding the price payable for the applicable Products had they been delivered in accordance with the Agreement.
17.2 Piddington may also terminate with immediate effect by written notice if:
(a) the Supplier commits a material or persistent breach and fails to remedy it within 30 days;
(b) the Supplier becomes unable to pay its debts;
(c) insolvency, liquidation, administration or bankruptcy proceedings commence;
(d) a receiver, administrator or similar officer is appointed;
(e) the Supplier proposes or enters into any arrangement with creditors; or
(f) any equivalent event occurs in any applicable jurisdiction.
18. Consequences of Termination
18.1 On expiry or termination of the Agreement:
(a) If requested, the Supplier shall promptly deliver all work-in-progress and unused Components, and Piddington shall pay reasonably incurred costs (not exceeding the agreed Contract Price had the Products been completed);
(b) The Supplier shall return or destroy Confidential Information at Piddington’s request;
(c) Piddington may enter the Supplier’s or its sub-contractors’ premises to recover tooling or other property belonging to Piddington.
18.2 Termination does not affect:
(a) ongoing operation of clauses 1, 7, 10–16, 18 and 19;
(b) accrued rights or remedies prior to termination.
19. Sub-Contracting
19.1 The Supplier shall not subcontract manufacture of the Products or Services without Piddington’s prior written consent, except for minor details or materials where the sub-contractor is named in the Purchase Order.
19.2 The Supplier remains fully responsible for acts, defaults, omissions or negligence of any sub-contractors as if they were its own.
20. General
20.1 Force majeure – Neither party is liable for delay/failure caused by events beyond reasonable control, provided the affected party uses all reasonable endeavours to resume performance. If such event lasts more than 90 days, Piddington may terminate immediately.
20.2 Assignment – The Supplier shall not assign or transfer any rights or obligations without Piddington’s written consent.
20.3 Notices – Notices must be in writing (excluding email), signed, and delivered by hand, fax, or registered/recorded delivery.
20.4 Waiver – A waiver is only effective in writing and does not constitute a waiver of future breaches.
20.5 Cumulative remedies – Rights are cumulative and not exclusive.
20.6 Severance – Invalid provisions are deemed deleted without affecting the remainder of the Agreement.
20.7 No partnership – Nothing creates a partnership or agency.
20.8 Third parties – No third party has rights under the Agreement.
20.9 Variation – Changes are only binding if agreed in writing and signed by both parties.
20.10 Governing law – The Agreement is governed by English law and subject to exclusive jurisdiction of the courts of England and Wales.
20.11 Dispute Resolution – Before litigation, parties shall attempt mediation via the Centre for Dispute Resolution (London).
20.12 Entire Agreement – The Agreement constitutes the entire agreement between the parties and supersedes all previous arrangements.