Supplier Terms and Conditions

1.1 The definitions and rules of interpretation in this condition apply in these Conditions. 
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with Condition 2.5.
Contract:  the Order and the Supplier’s acceptance of said Order
Customer: the person or company specified in the Order
Goods: any goods or supplies (or any part of them) agreed in the Contract to be bought by YourCare from the Supplier.
Order: YourCare’s purchase order for the Goods and/or Services and incorporating these Conditions and the contents of any documents expressly referred to in the Order and annexed thereto and any additional conditions specified in the Order.
Services: any services or works to be provided by the Supplier to YourCare under the Contract.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed by YourCare and the Supplier.
Supplier: the person, firm or company who accepts YourCare’s Order.
YourCare: YourCare(Croydon)Limited, the company who purchases the Goods from the Supplier.
1.2 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 A reference to one gender includes a reference to the other gender.
1.4 Condition headings do not affect the interpretation of these Conditions.
2.1 Subject to any variation under Condition 2.5, these Conditions together with any additional conditions specified in the Order (or contained in any documents expressly referred to in the Order) are the only conditions upon which YourCare is prepared to deal with the Supplier and they shall govern the Contract to the entire exclusion of all other terms or conditions. 
2.2 In the event of any ambiguity or conflict between these Conditions and any additional conditions on any Order (whether contained in any documents or expressly stated in the Order), the additional conditions of the Order shall prevail. 
2.3 Each Order for Goods and/or Services by YourCare from the Supplier shall be deemed to be an offer by YourCare to buy Goods and/or Services subject to these Conditions. No Order shall be accepted until the Supplier either expressly by giving notice of acceptance, or impliedly by fulfilling the Order, in whole or in part accepts the offer. 
2.4 No terms or conditions endorsed upon, delivered with or contained in the Supplier's quotation, acknowledgement or acceptance of order, Specification or similar document shall form part of the Contract and the Supplier waives any right which it otherwise might have to rely on such terms and conditions. 
2.5 These Conditions apply to all YourCare’s purchases from any Supplier unless agreed otherwise in writing by YourCare and any variation to these Conditions shall have no effect unless expressly agreed in writing and signed by a person who is authorised to sign on behalf of YourCare. 
3.1 The Goods and/or Services provided shall be of best quality, material, workmanship and design (if the Supplier is responsible for the design element) and be without fault and conform in all respects with: 
3.1.1 any sample(s) provided by the Supplier and accepted by YourCare;
3.1.2 the Order; and
3.1.3 any drawings, descriptions, Specifications and/or patterns supplied or advised by  YourCare to the Supplier. 
3.2 The Supplier shall comply with, and the Supplier warrants that the Goods and/or Services shall comply with, all requirements of any applicable statute, regulations, standards, statutory rules or orders or other instruments having the force of law. In addition, the Supplier shall perform any Services in accordance with generally recognised commercial practices within their particular industry and shall ensure that where there is an appropriate British Standard or EU equivalent in place at the date of this Order the quality of the Goods and/or Services shall not be less than this standard. 
3.3 YourCare’s rights under these Conditions are in addition to the statutory Conditions implied in favour of YourCare by the Sale of Goods Act 1979 and/or the Supply of Goods and Services Act 1982 and any other statute. 
3.4 At any time prior to or following delivery of the Goods and/or performance of Services to YourCare, YourCare shall have the right to inspect and test or witness the Supplier testing the Goods and/or Services. 
3.5 If the results of such inspection or testing cause YourCare to be of the opinion that the Goods and/or Services do not conform or are unlikely to conform with Condition 3.1, the provisions of Condition 13 shall apply without prejudice to any other rights which YourCare may have. 
3.6 Any such inspection or testing shall not diminish or otherwise affect the Supplier’s obligations under the Contract. 
4.1 The Supplier warrants that: 
4.1.1 it and all agents, consultants and employees which it may engage in relation to the Services: shall observe all health and safety rules and regulations and ensure the completion of any necessary risk assessment, or plan or similar documents necessary and provide copies of said documents to the YourCare representative authorising the Order; and shall, whilst on YourCare’s premises, abide by such rules or procedures as YourCare may from time to time specify; and shall in no circumstances purport to be the consultants and employees of YourCare; and shall in no circumstances purport to be authorised to enter into any contract or agreement on behalf of YourCare or in any way bind YourCare to the performance, variation, release or discharge of any obligation; and it shall observe and comply with all statutes, regulations, agreements, standards or any other instruments having the force of law in relation to the packing, labelling and carriage of hazardous materials; and prior to delivery it shall provide YourCare with all information which is reasonably available to it or in its possession, on any potential hazards known or believed to exist in the transport, handling or use of the Goods and/or Services. 
5.1 The Supplier shall indemnify and keep indemnified YourCare in full, against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by YourCare as a result of or in connection with: 
5.1.1 defective workmanship, quality or materials in the manufacture or supply of the Goods and/or Services; 
5.1.2 an infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or supply of the Goods and/or Services; and 
5.1.3 any claim made against YourCare in respect of any liability, loss, damage, injury or death, cost or expense sustained by the YourCare’s or Supplier’s employees or agents or by any Customer or third party to the extent that such liability, loss, damage, injury or death, cost or expense was caused by, relates to or arises from the Goods and/or Services as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the Contract by the Supplier; and 
5.1.4 The provisions of this condition 5 shall survive termination of the Contract howsoever arising. 
6.1 The Goods shall be delivered (or redelivered, where applicable), to the place specified by YourCare in the Order or to such other place of delivery as is agreed by YourCare in writing prior to delivery of the Goods. The Supplier shall off-load the Goods at its own risk as directed by YourCare. All carriers of the Goods shall be deemed to be principal agents of the Supplier and not of YourCare. 
6.2 The date and time (if requested) for delivery and/or the performance of Services shall be specified in the Order. Time for delivery and/or performance shall be of the essence. 
6.3 The Supplier shall notify YourCare as soon as reasonably practicable of any anticipated delays in the delivery and/or performance of the Goods and/or Services.
6.4 Where the Supplier is unable to complete delivery of the Goods to the place and on the date specified in the Order: 
6.4.1 the Supplier shall post a delivery attempt note through the letterbox of the delivery address with details of: why the delivery could not be completed; how the Customer can arrange redelivery of the Goods; the deadline by which to make these arrangements; and the consequences of failing to make these arrangements, as detailed in Condition 6.4.4 below. 
6.4.2 The Supplier shall further notify YourCare within 24 hours of the due date that the delivery could not be made, the reasons why and confirmation that the aforementioned delivery attempt note has been posted to the Customer. 
6.4.3 The Supplier will allow the Customer twenty eight (28) working days from the delivery attempt to contact the Supplier to arrange redelivery of the Goods to the place specified in the Order or to an alternative place of delivery.The Supplier shall, at its own cost, redeliver the Goods in accordance with the Customer’s instructions. 
6.4.4 Should the Customer fail to contact the Supplier, the Supplier must inform YourCare within 24 hours. The Supplier shall allow a further fourteen (14) working days for YourCare to contact the Customer and inform the Supplier whether the Goods are to be redelivered, at the Customer’s own cost, or whether the Goods are to be kept by the Supplier. 
6.5 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which includes (without limitation); the Order number, date of Order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. This note shall become the property of YourCare.
6.6 If the delivery note is signed on behalf of YourCare, this shall be evidence only of the number of packages received. It shall not be evidence that the correct quantity or number of Goods has been delivered or that the Goods are in good condition or of the correct quality. 
6.7 The Supplier shall ensure that where deliveries are made to such other place of delivery as is agreed by YourCare in writing, it will, within 48 hours from delivery, notify YourCare either via email once the delivery has been made or through production of a valid delivery note. Where the Customer signs for the Goods, a signature note must be included in either the aforementioned email or delivery note.  
6.8 Unless otherwise stipulated by YourCare in the Order, deliveries shall only be accepted by YourCare or delivered to such other place of delivery as is agreed by YourCare in writing on a working day and during normal working hours. 
6.9 If the Goods are delivered prior to the due date specified in the Order YourCare reserves the right to: 
6.9.1 Refuse to take delivery of the Order (or part thereof); or 
6.9.2 Recover from the Supplier and expenditure reasonably incurred in storing and/or insuring the Goods until the due date for delivery. 
6.10 If the Goods and/or Services are not delivered on the due date and/or if the Supplier has failed to meet any performance dates specified in the Contract, then, without prejudice to any other rights which it may have, YourCare reserves the right to: 
6.10.1 cancel the Contract in whole or in part; 
6.10.2 refuse to accept any subsequent delivery of the Goods and/or performance of the Services which the Supplier attempts to make; 
6.10.3 recover from the Supplier any expenditure reasonably incurred by YourCare in obtaining the Goods and/or Services in substitution from another supplier; and 
6.10.4 claim damages for any additional costs, loss or expenses incurred by YourCare which are in any way attributable to the Supplier's failure to deliver the Goods and/or perform the Services on the due date. 
6.11 Where YourCare agrees in writing to accept delivery by instalments, the Contract shall be construed as a single contract in respect of each instalment. Nevertheless failure by the Supplier to deliver any one instalment, on a date for delivery stated in the Contract, shall entitle YourCare at its option to treat the whole Contract as repudiated. 
6.12 If the Goods are delivered to YourCare in excess of the quantities specified in the Order, YourCare shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier's risk and shall be returnable at the Supplier's expense. 
6.13 YourCare shall not be deemed to have accepted the Goods until the expiry of 14 days following delivery. In the event that YourCare discovers a latent defect in the Goods or that the Goods are not otherwise in accordance with the requirements of these Conditions after the expiry of 14 days following delivery, YourCare reserves the right to reject the Goods and/or Services as though they had not been accepted on giving notice thereof to the Supplier no later than 14 days, after such defect or non-compliance with the requirements of these Conditions has come to the attention of YourCare. 
6.14 Where any Goods are returned or rejected by the Customer, the Supplier will, at either the oral or written request of YourCare:
6.14.1 Collect the rejected Goods from the place specified by YourCare within ten (10) Business Days from agreement with YourCare, such agreement to include written confirmation of any additional charges which may be required by the Supplier. 
6.14.2 Collect and deliver replacements of the faulty or misdescribed Goods without extra charge, promptly (and in any event within twenty (20) Business Days of YourCare’s request or such other time as agreed by the Parties in writing) to the location specified by YourCare, or such other location as agreed in writing between the Supplier and the Customer. Where faulty or misdescribed Goods are not capable of replacement, the Supplier shall, at YourCare’s request and prior written agreement, either deliver substantially similar Goods or issue a full refund of the Goods.
7.1 The Goods shall remain at the risk of the Supplier until delivery to YourCare or to an alternative location specified by YourCare is complete (including off-loading and stacking) when ownership and risk of the Goods shall pass to YourCare or to the Customer who accepts the goods. The passing of title and risk to YourCare or the Customer who purchases or hires of the goods shall be without prejudice to the rights and remedies of YourCare herein contained. 
8.1 The Supplier shall:
(a) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements 
(d) promptly report to YourCare any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this agreement.
8.2 The Supplier shall ensure that any person associated with the Supplier who is performing services in connection with this agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this Condition 8 (Relevant Terms). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the Customer for any breach by such persons of any of the Relevant Terms.
8.3 Breach of this Condition 8 shall be deemed a material breach under Condition 13.
8.4 For the purpose of this Condition 8, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this Condition 8 a person associated with the Supplier includes but is not limited to any subcontractor of the Supplier.
9.1 The price of the Goods and/or Services shall be as stated in the Order and unless otherwise agreed in writing by YourCare shall be exclusive of value added tax. All other charges (e.g. delivery) shall be listed separately but included in the price. 
9.2 No variation in the price nor extra charges shall be accepted by YourCare unless approved by person authorised by YourCare prior to delivery of the Goods and/or performance of the Services. 
10.1 The Supplier shall on or after delivery of Goods and/or the performance of Services submit to YourCare an invoice setting out the price payable by YourCare in respect thereof with details of any VAT element thereon. YourCare shall pay any such invoice within 30 days of receipt but time for payment shall not be of the essence of the Contract. 
10.2 Payment of an invoice by YourCare shall not imply acceptance of the Goods and/or Services. 
10.3 Without prejudice to any other right or remedy, YourCare reserves the right to set off any amount owing at any time from the Supplier to YourCare against any amount payable by YourCare to the Supplier under the Contract. 
11.1 The Supplier shall keep in strict confidence all technical or commercial know-how, Specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Supplier by YourCare or its agents and any other confidential information concerning YourCare’s business which the Supplier may obtain and the Supplier shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Supplier's obligations to YourCare and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality no less onerous than those contained in these Conditions. Any confidential information in the Supplier’s possession, at the date of completion or termination of the Contract, shall be returned to YourCare at the Supplier’s expense. 
11.2 The Supplier shall grant to YourCare and YourCare’s Customers a perpetual, royalty free, worldwide, non-exclusive licence to market, distribute, sell or otherwise use all intellectual property rights belonging or otherwise licensed to the Supplier incorporated in or required for the use of the Goods and/or Services.
12.1 Materials, equipment, tools, dies, moulds, copyright, design rights or any other forms of intellectual property rights in all drawings, Specifications and data supplied by YourCare to the Supplier or used by the Supplier specifically in the manufacture of the Goods and/or the performance of Services shall at all times be and remain the exclusive property of YourCare but shall be held by the Supplier in safe custody at its own risk and maintained and kept in good condition by the Supplier until returned to YourCare at the Supplier’s expense on completion of the Contract or termination and shall not be disposed of other than in accordance with YourCare’s written instructions, nor shall such items be used otherwise than as authorised by YourCare in writing. 
13.1 YourCare shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving the Supplier written notice whereupon all work on the Contract shall be discontinued and YourCare shall pay to the Supplier fair and reasonable compensation in respect of work-in-progress or received Goods at the time of termination (if any) but such compensation shall not include loss of anticipated profits or any consequential loss. 
13.2 YourCare shall have the right at any time by giving notice in writing to the Supplier to terminate the Contract forthwith if: 
13.2.1 the Supplier commits a material breach of any of the terms and conditions of the Contract which breach cannot be remedied within 14 days of being notified in writing to the Supplier. For the purposes of this Condition 13, YourCare and the Supplier acknowledge and agree that a breach of Conditions 3.1, 3.2, 4, 6.1 to 6.4 inclusive, 8 and 10.1 shall constitute a material breach of a material term .
13.2.2 the Supplier repeatedly breaches any terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or 
13.2.3 any distress, execution or other process is levied upon any of the assets of the Supplier; or 
13.2.4 the Supplier has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Supplier or notice of intention to appoint an administrator is given by the Supplier or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Supplier or for the granting of an administration order in respect of the Supplier, or any proceedings are commenced relating to the insolvency or possible insolvency of the Supplier; or 
13.2.5 the Supplier ceases or threatens to cease to carry on its business; or 
13.2.6 the financial position of the Supplier deteriorates to such an extent that in the opinion of YourCare the capability of the Supplier to adequately fulfil its obligations under the Contract has been placed in jeopardy; or 
13.2.7 there is a change of control of the Supplier as defined in s574 of the Capital Allowances Act 2001.
13.3 The termination of the Contract, however arising, shall be without prejudice to the rights and duties of YourCare accrued prior to termination. The Conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination. 
14.1 Without prejudice to any other right or remedy which YourCare may have, if any Goods and/or Services are not supplied in accordance with, or the Supplier fails to comply with, any of the terms of the Contract YourCare shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods and/or Services have been accepted by YourCare: 
14.1.1 to rescind the Order; 
14.1.2 to reject the Goods and/or Services (in whole or in part) and (where applicable) return them to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the Goods so returned shall be paid forthwith by the Supplier; 
14.1.3 at YourCare’s option to give the Supplier the opportunity at the Supplier's expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled; 
14.1.4 to refuse to accept any further deliveries of the Goods but without any liability to the Supplier; 
14.1.5 to withhold payment of all or part of any invoice submitted by the Supplier; 
14.1.6 to carry out at the Supplier's expense any work necessary to make the Goods comply with the Contract; and 
14.1.7 to claim such damages as may have been sustained in consequence of the Supplier's breach or breaches of the Contract. 
15.1 The Supplier shall not be entitled to assign or sub-contract or purport to assign or sub-contract the whole or any part of the Contract.
15.2 YourCare may assign the Contract or any part of it to any person, firm or company. 
16.1 YourCare reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of YourCare including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials. 
17.1 Each right or remedy of YourCare under the Contract is without prejudice to any other right or remedy of YourCare whether under the Contract or not. 
17.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect. 
17.3 Failure or delay by YourCare in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. 
17.4 Any waiver by YourCare of any breach of, or any default under, any provision of the Contract by the Supplier shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract. 
17.5 Any notice or other communication required to be given or sent to YourCare or the Supplier pursuant to these Conditions shall be sent, by first class recorded delivery post, to YourCare at the address on the Order and addressed to  and to the Supplier at the registered office address if the Supplier is a company and in all other circumstances to the Supplier’s address as stated in the Order unless the Supplier notifies YourCare, in writing, of any change of address. 
17.6 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it. 
17.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.