AMTEC Terms & Conditions of Purchase

1.      Agreement

This Agreement applies to the exclusions of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

DEFINITIONS AND INTERPRETATION

2.            Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

2.1          Confidential Information: any and all information and data of a confidential or proprietary nature in whatever form and on whatever media (whether written, oral, visual, electronic, magnetic or other media) which includes: commercial, financial, business, customer, supplier, marketing, third party, technical or other information (including, inventions, ideas, designs, formulae, strategies, software, know-how and trade secrets); the fact that discussions are taking place concerning this Agreement; any information that is identified as being of a confidential or proprietary nature; any information which at the time of disclosure is or should be regarded as confidential or proprietary having regard to the nature of the information and the circumstances of the disclosure; and any information, findings, data or analysis derived from the afore-mentioned.

2.2          Control: as defined in section 1124 of the Corporation Tax Act 2010.

2.3          Data Protection Legislation: (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018.

2.4          Deliverables: any documents, products and materials created or developed by or on behalf of the Supplier as part of or in connection with the provision of the Services.

2.5          Delivery Date: shall be the date set out in the order.

2.6          Delivery Location: means the address or addresses for delivery of the Goods as set out in the order or such other address as notified by Ellis Machinery to the Supplier.

2.7          Effective Date: shall be the date that the order is accepted by the Supplier either expressly or by conduct.

2.8          Goods: means the goods and related accessories, spare parts and documentation and other physical material set out in the Order or understood by the parties to be included in the goods and to be supplied by the Supplier to Ellis Machinery.

2.9          Goods Specification: any specification for the Goods, including related plans and drawings, agreed in writing by Ellis Machinery and the Supplier.

2.10        Intellectual Property Rights: patents, copyright, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, know-how and trade secrets and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

2.11        Ellis Machinery Materials:  all documents, information, items and materials in any form (whether owned by Ellis Machinery or a third party), which are provided by Ellis Machinery to Supplier in connection with the Services.

2.12        Mandatory Policies: the policies and codes of conduct of Ellis Machinery including relating to anti-bribery, modern slavery, ethics, corporate and social responsibility as notified by Ellis Machinery to Supplier from time to time.

2.13        Payment Terms:  shall mean the payment terms agreed by the parties and if no such terms are agreed, Ellis Machinery shall pay any invoice correctly and properly submitted to it, within 30 days of receipt of the invoice.

2.14        Order: shall mean the purchase order submitted by Ellis Machinery.

2.15        Price: shall be the price specified in the order.

2.16        Services:  the services, including any Deliverables, set out in the order or understood by the parties to be included in the services to be supplied by the Supplier to Ellis Machinery.

2.17        Services Commencement Date: shall be the date set out in the order.

2.18        Supplier Materials:  all documents, information, items and materials in any form (whether owned by Supplier or a third party), which are used by Supplier in connection with the provision of the Goods and/or Services.

2.19        Term: has the meaning set out in the order

2.20        Clause and Schedule headings shall not affect the interpretation of this Agreement.

2.21        The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

2.22        Unless the context otherwise requires, words in the singular shall include the plural and in the plural, shall include the singular.

2.23        A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

2.24        Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3.             Commencement and Duration

3.1          This Agreement will come into effect on the Effective Date and will continue for the Term, unless terminated earlier by either party as set out in this Agreement.

4.            Supply of Goods

4.1          The Supplier shall ensure that the Goods shall:

4.1.1   correspond with their description and any applicable Goods Specification;

4.1.2   be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by Ellis Machinery, expressly or by implication, and in this respect Ellis Machinery relies on the Supplier’s skill and judgement;

4.1.3   where they are manufactured, be free from defects in design, materials and workmanship and remain so for 24 months after the Delivery Date; and

4.1.4   comply with all applicable laws, regulations, regulatory policies, guidelines or requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods including all relevant quality standards applicable to such Goods.

4.2          The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under this Agreement in respect of the Goods.

4.3          Ellis Machinery may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under this Agreement.

4.4          If following such inspection or testing Ellis Machinery considers that the Goods do not comply or are unlikely to comply with the Supplier’s undertakings at clause 4.1, Ellis Machinery shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

4.5          Ellis Machinery may, at Supplier’s expense, conduct further inspections and tests after the Supplier has carried out its remedial actions.

5.            Delivery of Goods

5.1          The Supplier shall ensure that:

5.1.1   the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;

5.1.2   each delivery of the Goods is accompanied by a delivery note which shows the date of the order, the order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), the weight of the Goods, any special handling or storage instructions and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

5.1.3   it states clearly on the delivery note any requirement for Ellis Machinery to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.

5.2          Unless otherwise notified to it by Ellis Machinery, the Supplier shall deliver the Goods:

5.2.1   on the Delivery Date:

5.2.2   to the Delivery Location; and

5.2.3   during Ellis Machinery’s normal hours of business.

5.3          Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

5.4          Where Goods are delivered in instalments, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ellis Machinery to the remedies set out in clause 7.

5.5          Title and risk in the Goods shall pass to Ellis Machinery on delivery of the Goods (whether in full or in part if delivery is made by instalments) at the Delivery Location.

6.            Supply of Services

6.1          The Supplier shall from Service Commencement Date and for the duration of this Agreement supply the Services to Ellis Machinery in accordance with the terms of this Agreement.

6.2          The Supplier shall meet any performance dates for the Services and time is of the essence in relation to any of those performance dates.

6.3          In providing the Services, the Supplier shall:

6.3.1   co-operate with Ellis Machinery in all matters relating to the Services, and comply with all instructions of Ellis Machinery;

6.3.2   perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;

6.3.3   use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with this Agreement;

6.3.4   ensure that the Services and Deliverables will conform with all descriptions and specifications and that the Deliverables shall be fit for any purpose that Ellis Machinery expressly or impliedly makes known to the Supplier;

6.3.5   provide all equipment, tools and vehicles and such other items as are required to provide the Services;

6.3.6   use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Ellis Machinery, will be free from defects in workmanship, installation and design;

6.3.7   obtain and at all times maintain all licences and consents which may be required for the provision of the Services;

6.3.8   comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Services including all relevant quality standards applicable to such Services and the Mandatory Policies;

6.3.9   observe all health and safety rules and regulations and any other security requirements that apply at any of Ellis Machinery’s premises;