PO Terms
These terms apply to all purchase orders (“Orders”) issued by A&E Fire & Security Ltd (“the Company”) to any supplier of goods or provider of services, including subcontractors (“the Supplier”). By delivering goods, commencing work, or otherwise acting on an Order, the Supplier accepts these terms.
1: The Contract
1.1) Each Order is an offer by the Company to purchase the goods and/or services described in it, subject only to these terms. The supplier accepts the order by written acknowledgement, delivery of goods, or commencement of services, whichever occurs first.
1.2) These terms apply to the exclusion of any terms the Supplier seeks to impose or incorporate, including any terms printed on or referred to in the Supplier’s quotation, acknowledgement, delivery note, or invoice.
1.3) No variation of an Order or these terms is binding unless agreed in writing by an authorised representative of the Company. Work carried out or goods supplied without a valid Order number are at the Supplier’s own risk and the Company shall have no obligation to pay for them.
2: Price and Payment
2.1) The price is as stated on the Order, is fixed, and is exclusive of VAT but inclusive of all other costs including packaging, delivery, insurance, and duties, unless the Order states otherwise.
2.2) Invoices must quote the Order number and be submitted to the Company’s accounts department. Invoices without a valid Order number may be returned unpaid.
2.3) Unless otherwise agreed in writing, the Company will pay correctly submitted and undisputed invoices within 30 days of the end of the month of invoice.
2.4) The Company may set off any amount owed to it by the Supplier against any amount payable by the Company to the Supplier under any Order.
3: Delivery of Goods
3.1) Goods must be delivered to the address stated on the Order, into Goods In, during the Company’s normal business hours, accompanied by a delivery note quoting the Order number.
3.2) Time of delivery is of the essence. If the Supplier fails to deliver by the agreed date, the Company may cancel the Order in whole or in part without liability and recover from the Supplier any additional costs of obtaining replacement goods elsewhere.
3.3) Risk in the goods passes to the Company on delivery and acceptance. Title passes on delivery or payment, whichever is earlier. Any retention of title clause in the Supplier’s terms is excluded.
4.1) All goods must be of satisfactory quality, fit for purpose, free from defects, and conform to their description, specification, and all applicable British and European standards and legal requirements.
4.2) The Company may inspect and test goods at any reasonable time before or after delivery. Inspection or payment does not constitute acceptance.
4.3) The Company may reject goods that do not conform to the Order within a reasonable period of discovering the non conformity, and may at its option require repair, replacement, or a full refund, with the Supplier bearing the cost of return.
4: Quality, Inspection and Rejection
4.1) All goods must be of satisfactory quality, fit for purpose, free from defects, and conform to their description, specification, and all applicable British and European standards and legal requirements.
4.2) The Company may inspect and test goods at any reasonable time before or after delivery. Inspection or payment does not constitute acceptance.
4.3) The Company may reject goods that do not conform to the Order within a reasonable period of discovering the non-conformity, and may at its option require repair, replacement, or a full refund, with the Supplier bearing the cost of return.
5: Services and Subcontract Work
5.1) The Supplier shall perform services with reasonable skill and care, using suitably qualified, competent, and (where required) certified personnel, and in accordance with good industry practice and the standards applicable to the fire and security industry.
5.2) Where services are performed at a site of the Company or its customer, the Supplier shall comply with all site rules, security requirements, and reasonable instructions; shall provide risk assessments and method statements (RAMS) before commencing work where requested; and shall comply with the Construction (Design and Management) Regulations 2015 where applicable.
5.3) The Supplier shall comply with all applicable health and safety legislation, including the Health and Safety at Work etc. Act 1974, and shall ensure its personnel do likewise.
5.4) The Supplier shall not subcontract or assign any part of the Order without the Company’s prior written consent. The Supplier remains fully responsible for the acts and omissions of any permitted subcontractor.
5.5) The Supplier’s personnel are not employees of the Company and the Supplier is responsible for all wages, tax, National Insurance, and (where applicable) CIS obligations relating to them.
5.6) The Supplier shall not, during the term of any Order and for 6 months after its completion, solicit business directly from any customer of the Company to whom it was introduced through the Order.
6: Insurance
6.1) The Supplier shall maintain, with a reputable insurer, employer’s liability insurance of not less than £10 million, public liability insurance of not less than £5 million, and, where providing design or professional services, professional indemnity insurance of not less than £2 million, and shall provide evidence of such cover on request.
7: Warranty and Defects
7.1) The Supplier warrants goods for a minimum of 12 months from delivery, or the manufacturer’s warranty period if longer, and warrants services for 12 months from completion. The Supplier shall promptly remedy, at its own cost, any defect notified within the warranty period.
8: Indemnity and Liability
8.1) The Supplier shall indemnify the Company against all losses, claims, costs, and expenses arising from the Supplier’s breach of the Order, negligence, or breach of statutory duty, including any claim brought against the Company by its customer as a result.
8.2) Nothing in these terms limits either party’s liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be limited.
9: Loan, Hire and Returnable Equipment
9.1) Where the Order relates to equipment supplied on loan, trial, or sale-or-return terms, the return period, credit arrangements, and any late-return charges must be stated on the face of the Order. The Supplier shall not impose additional charges beyond those stated.
10: Termination
10.1) The Company may terminate an Order in whole or in part with immediate effect by written notice if the Supplier commits a material breach, becomes insolvent, or ceases to trade, and may cancel any Order for undelivered goods or unperformed services on reasonable written notice, paying only for goods delivered and services properly performed up to cancellation.
11: General
11.1) The Supplier shall keep confidential all information about the Company, its customers, and its sites obtained in connection with an Order.
11.2) The Supplier shall comply with all applicable laws, including the Bribery Act 2010 and the Modern Slavery Act 2015.
11.3) If any provision of these terms is found to be invalid, the remainder continue in full force.
11.4) Each Order and these terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
