Terms and Conditions of Purchase

Buyer's Details

Name:	Lan Services Ltd t/a Commercial Washrooms
Trading address:	Unit B Innovation Park Technology Road Poole Dorset BH17 7DA
Company no:	4058689
Registered office:	Unit B Innovation Park Technology Road Poole BH17 7DA
Registered in:	England and Wales
Telephone number:	01202 650 901
Email:	po@commercialwashroomsltd.co.uk
The Buyer orders the supply and delivery by the Vendor to the delivery address on the delivery date of the Goods and supply of the Services as stated in the Purchase Order in accordance with and subject to the accompanying general conditions of order.
1. Definitions
The following terms shall mean:
Acceptance	the acceptance of the Purchase Order as defined in condition 3.2
Business Day	a day other than a Saturday, Sunday or public holiday when banks in London are open for business
Buyer	Lan Services t/a Commercial Washrooms Ltd.
Buyer Materials	the materials, equipment, documents, data and other property belonging to the Buyer and used in the provision of the Services or production of the Goods
Contract	the contract for the supply and delivery of the Products by the Vendor to the Buyer in accordance with the terms of the Purchase Order, any applicable Goods Specification or Services Specification and these Conditions
Delivery Date	the date specified by the Buyer in the Purchase Order when the Goods are to be delivered
Conditions	these general conditions of order under which the Products are to be supplied and delivered as set out in this document
Force Majeure Event	any act, event, omission, failure or accident as defined in condition 19.1
Goods	the goods to be supplied by the Vendor under the Contract as set out in the Purchase Order and any applicable Goods Specification
Goods Specification	the description or specification for the Goods agreed in writing by the Buyer and Vendor including any related plans and drawings
Intellectual Property Rights	Intellectual property rights being the following rights, whether registered or unregistered, together with all applications for their registration or for their renewal or extension and all similar or equivalent rights in any other part of the world: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in get-up, rights in goodwill and to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights.
Purchase Order	the Purchase Order accompanying these Conditions placed by the Buyer with the Vendor to purchase the Products from the Vendor
Price	the price for the Products
Products	the Goods and/or Services
Quantity Required	the quantities of the Goods which the Buyer wishes to purchase as set out in the Purchase Order
Vendor	the person with whom the Purchase Order is placed by the Buyer whose name and address appears under the heading "Vendor's Details" in the Purchase Order
Services	the services to be provided by the Vendor under the Contract as set out in the Purchase Order and any applicable Services Specification
Services Specification	the description or specification for the Services agreed in writing by the Buyer and Vendor
2. Interpretation
In these Conditions, unless the context requires otherwise, the following rules apply:

2.1	A person includes a natural person, corporate or unincorporated body, regardless of whether that body has a separate legal personality.
2.2	A reference to a party includes its personal representatives, successors or permitted assigns.
2.3	A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted.
2.4	A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
2.5	Words following the words 'including', 'include', 'in particular' or any similar words or expressions are intended only to illustrate and not limit the meaning of the words preceding them.
2.6	The words 'writing' or 'written' include email and faxes unless otherwise stated.
3. Contract
3.1	The Purchase Order is an offer by the Buyer to purchase from the Vendor the Products conforming to any applicable Goods Specification or Services Specification subject to these Conditions.
3.2	The Vendor will accept the offer contained in the Purchase Order on the earlier of the Vendor:
3.2(a)	Issuing a written acceptance of the Purchase Order confirming their agreement to supply the Products and the relevant price to be paid.
3.2(b)	Doing any act consistent with fulfilling the Purchase Order including, without limitation, dispatching or delivering the Goods.
3.3	On Acceptance, the Buyer and the Vendor shall have a Contract on the terms and subject to the conditions set out in these Conditions.
3.4	The Conditions shall apply to all Contracts for the purchase of the Products by the Buyer from the Vendor to the exclusion of all other terms and conditions, including any terms or conditions which the Vendor may purport to apply under any sales offer or similar document, in correspondence, in their own standard terms and conditions document, or any terms implied by course of dealing, trade, custom or practice.
3.5	Any variation of the Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Buyer.
4. The Goods
4.1	It is a condition that the Vendor has and will have on the Delivery Date full and unencumbered title to the Goods.
4.2	It is a condition that the Goods shall:
4.2(a)	Correspond with their description and any Goods Specification.
4.2(b)	Be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
4.2(c)	Be fit for any purpose the Buyer has expressly specified to the Vendor that the Goods should be fit for.
4.2(d)	Be free from material defects in design, material and workmanship on delivery and for a minimum of 12 months after delivery, unless agreed otherwise in writing by the Buyer.
5. Services
5.1	The Vendor will use its best endeavours to perform the Services on the date or during the period for performance specified in the Purchase Order or otherwise agreed by both parties.
5.2	The Vendor will perform the Services in accordance with the Purchase Order and any applicable Services Specification.
5.3	The Services will be performed with due skill, care and diligence, in a good and workmanlike manner and in accordance with the best practice in the Vendor's industry ("Best Practice").
5.4	The Vendor will co-operate with the Buyer in the performance of the Services.
5.5	The time for performance of the Vendor's obligations is of the essence.
5.6	The Vendor will provide all the equipment necessary for performance of the Services.
5.7	The Vendor will obtain all necessary consents, licences and permissions to lawfully perform the Services.
5.8	The Vendor will keep and maintain all Buyer Materials in their possession safely and at the Vendor's risk, maintain the Buyer Materials in good condition until returned to the Buyer, and not dispose of or use the Buyer Materials other than in accordance with the Buyer's written instructions or authorisation.
6. Price and Payment
6.1	The Price is the price stated in the Purchase Order, or if no price is stated, the price stipulated in the Vendor's published price list current at the date of the Purchase Order, or the Vendor's latest quotation.
6.2	Unless otherwise agreed with the Buyer, the Price shall include all costs and expenses of the Vendor applicable to the provision of the Services.
6.3	The Vendor warrants that the Price is not greater than the lower of the Vendor's published price list current at the date of the Purchase Order or the price quoted for a period of 30 days after the date of the Purchase Order to any other customer for products of the same description and similar quantity.
6.4	If the Vendor's published price at the Delivery Date is lower than the Price, or the Vendor offers the same products in similar quantities to another customer at a lower price within 30 days of the Purchase Order, the Price shall be reduced accordingly.
6.5	All prices stated are exclusive of VAT.
6.6	VAT shall be charged on any taxable supply under the Contract at the applicable rate. The Vendor will provide the Buyer with a valid VAT invoice.
6.7	The price of the Goods shall include insurance, shipping and packaging to the Buyer's nominated delivery address.
6.8	The Buyer shall not be charged any costs other than those set out in the Purchase Order without the Buyer's written agreement.
6.9	On or after delivery of the Goods, the Vendor shall send the Buyer an invoice for the Goods, including VAT details, to accounts@commercialwashroomsltd.co.uk.
6.10	On or after completion and acceptance of the Services, the Vendor shall send the Buyer an invoice for the Services containing details of the VAT payable.
6.11	The Buyer must pay the Price and any VAT payable into the Vendor's nominated bank account within 30 days month-end from the date of the invoice issued in accordance with clauses 6.9 or 6.10.
6.12	Time for payment shall not be of the essence of the Contract.
6.13	Where the Price for Services is based on time and materials, the Vendor shall keep accurate records and provide them to the Buyer for inspection upon reasonable request.
7. Delivery
7.1	The Vendor must deliver the Goods on the Delivery Date at the Delivery Address. Delivery occurs upon completion of unloading the Goods.
7.2	The time for delivery is of the essence of the Contract.
7.3	The Vendor shall not deliver the Goods in instalments without the Buyer's written consent. Failure to deliver an agreed instalment entitles the Buyer to reject the Goods and terminate the Contract.
7.4	If the Vendor fails to deliver the Goods on the Delivery Date, the Buyer may terminate the Contract without prejudice to any other rights or remedies.
7.5(a)	If less than 95% of the Quantity Required is delivered, the Buyer may reject the Goods delivered and terminate the Contract.
7.5(b)	The Buyer may accept the Goods and require prompt delivery of the shortfall. The Vendor shall adjust the invoice pro rata for the Goods accepted.
7.6	If more than 100% of the Quantity Required is delivered, the Buyer may reject the excess Goods.
7.7	The Vendor shall promptly collect any Goods rejected under clauses 7.5 or 7.6.
7.8	The Vendor shall repair or replace any Goods lost or damaged before delivery free of charge. The Buyer may retain or return damaged Goods at the Vendor's risk and expense.
7.9(a)	Ensure that the Goods are properly packed and secured for delivery in an undamaged condition.
7.9(b)	Deliver the full quantity of Goods to the satisfaction of an authorised representative of the Buyer before payment is made.
7.9(c)	Accompany each delivery with a shipping notice or packing slip describing the contents and stating the Purchase Order number.
7.9(d)	Clearly state on the packing slip or shipping notice whether any packaging material must be returned by the Buyer.
8. Title and Risk
8.1	Unless otherwise agreed, title to the Goods shall pass to the Buyer on delivery.
8.2	Risk in the Goods shall pass to the Buyer on delivery.
9. Inspection and Acceptance of Goods and Services
9.1	The Buyer shall not be deemed to have accepted any part of the Goods until a reasonable time after the Buyer or any sub-buyer of the Buyer has inspected the Goods and ascertained that they are in accordance with the Contract.
9.2	Signing of the Vendor's delivery note by the Buyer or sub-buyer shall not confirm acceptance of the quantity and/or quality of the Goods. Any Buyer's signature or marking on the Vendor's delivery note shall only be deemed as unchecked receipt of the Goods.
9.3	The Buyer may, by notice to the Vendor prior to acceptance of the Goods, reject any Goods which are not in accordance with the Contract.
9.4	Unless, within a reasonable time of receipt of notice of rejection, the Vendor collects such Goods, the Buyer may dispose of them as the Buyer sees fit, provided that if the Buyer sells such Goods, the Buyer must account to the Vendor for the net proceeds of such sale.
9.5	The Buyer shall not be deemed to have accepted the Services until:
9.5(a)	The Buyer has tested the Services and notified the Vendor that they have accepted them.
9.5(b)	After the expiry of a reasonable time following completion of the Services to allow the Buyer to inspect and test them to ascertain whether they are in accordance with the Purchase Order and any applicable Services Specification.
10. Buyer's Obligations
10.1	Where the Vendor needs access to the Buyer's premises in order to perform the Services, the Buyer agrees to provide reasonable access to their premises at reasonable times for such purpose.
10.2	The Buyer agrees to provide the Vendor with such information as the Vendor may reasonably request in order to perform the Services and deliver the Goods. The Buyer will provide such information by the agreed date or, at the latest, within a reasonable time to enable the Vendor to perform the Services and deliver the Goods by the required dates.
10.3	The Buyer agrees to carry out any action that the parties have agreed, in any Services Specification, that the Buyer will undertake.
11. Remedies
11.1	Where the Vendor is in breach of condition 4, the Buyer may, in addition to any other remedies provided by these Conditions or implied by statute or common law, and whether or not the Buyer has accepted the Goods:
11.1(a)	Reject the Goods and return them at the Vendor's risk and expense.
11.1(b)	Terminate the Contract.
11.1(c)	Require the Vendor to repair or replace the rejected Goods, or refund the Price, provided that the remedy required by the Buyer is not disproportionate to the other remedies available under this sub-condition.
11.1(d)	Claim damages for any loss, damage or costs suffered by the Buyer as a result of the Vendor's breach.
11.2	Where the Vendor fails to perform the Services on the agreed date or within the agreed period, the Buyer may, in addition to any other remedies provided by these Conditions or implied by statute or common law:
11.2(a)	Terminate the Contract.
11.2(b)	Require the Vendor to perform the Services so as to conform to the Purchase Order, these Conditions and any applicable Services Specification.
11.2(c)	Recover any part of the Price paid in advance for Services not performed.
11.2(d)	Claim damages for any loss, damage or costs suffered by the Buyer as a result of the Vendor's breach.
11.3	The terms of the Contract, including the remedies provided under this condition, shall apply to any repeated performance of Services and to any repaired or replaced Goods supplied by the Vendor under this condition.
12. Compliance
12.1(a)	Ensure that the Goods are manufactured, stored, tested and packed in accordance with all applicable product safety and metrology regulations.
12.1(b)	Ensure that the Goods comply with all applicable laws, orders, rules, codes and regulations of any governmental body.
12.1(c)	Obtain and maintain any required licences and comply with all laws, orders, rules, codes and regulations applicable to the performance of the Services.
12.1(d)	Comply with all health and safety laws, orders, rules, codes and regulations applicable to the Buyer's premises where access is required to perform the Services.
12.2	If the Vendor fails to comply with any applicable law, order, rule, code or regulation resulting in liability for the Buyer, the Vendor shall reimburse the Buyer for any resulting fines, damages and other costs.
13. Intellectual Property
13.1	The Vendor warrants that it has the right to use any Intellectual Property Rights relevant to the supply of the Products.
13.2	The Vendor shall grant, or procure from any third-party owner or licensee, any licence to Intellectual Property Rights necessary for the Buyer to use the Products and obtain waivers of any moral rights arising under the Copyright, Designs and Patents Act 1988 or equivalent legislation.
13.3	The Vendor shall not acquire any Intellectual Property Rights in the Buyer Materials, which shall remain the exclusive property of the Buyer.
14. Indemnities
14.1	The Vendor shall indemnify the Buyer against all claims against the Buyer arising from the following circumstances:
14.1(a)	Claims by third parties alleging infringement of Intellectual Property Rights arising from the sale or use of the Goods, or the supply or use of the Services, where such infringement results from the acts or omissions of the Vendor, its employees, agents or subcontractors.
14.1(b)(i)	Claims by third parties for personal injury, death or property damage arising from defects in the Goods caused by the acts or omissions of the Vendor, its employees, agents or subcontractors.
14.1(b)(ii)	Claims by third parties for personal injury, death or property damage arising from negligence by the Vendor, its employees, agents or subcontractors in performing the Services.
14.1(c)	Claims by the Buyer's customers and their sub-buyers arising from any breach of the Contract by the Vendor.
14.2	This condition shall continue in effect after termination of the Contract.
15. Insurance
15.1	The Vendor must maintain public liability insurance of £10,000,000, professional indemnity insurance of £5,000,000 and product liability insurance of £5,000,000 with a reputable insurer during the Contract and for six years after its termination.
15.2	The Vendor must provide, upon request, evidence of insurance including the insurance certificate and proof of payment of the premium for the relevant year.
16. Set-off
The Buyer may set off against any sums due to the Vendor, whether under the Contract or otherwise, any lawful set-off or counterclaim to which the Buyer is entitled.
17. Confidentiality
17.1	Subject to clauses 17.2 and 17.3, neither party shall disclose or use any confidential information belonging to the other party, whether before or after termination of the Contract, without prior written approval.
17.2(a)	The confidentiality restriction does not apply where disclosure to employees, officers, representatives, agents, subcontractors or advisers is necessary for performance of obligations under the Contract and is used only for that purpose.
17.2(b)	The disclosing party must ensure that those persons comply with the confidentiality obligations contained in the Contract.
17.3(a)	The confidentiality restriction does not apply to information already in the public domain through no fault of the receiving party.
17.3(b)	The confidentiality restriction does not apply to information already known by the receiving party at the date of the Contract.
17.3(c)	The confidentiality restriction does not apply to information acquired in good faith from an independent third party who was not in breach of a duty of confidence.
17.3(d)	The confidentiality restriction does not apply where disclosure is required by any statutory or legal obligation.
17.4	This condition shall continue in effect after termination of the Contract.
18. Exclusion of Liability
18.1(a)	The Buyer shall not be liable for any loss of profit.
18.1(b)	The Buyer shall not be liable for any loss of goodwill.
18.1(c)	The Buyer shall not be liable for any loss of business or business opportunity.
18.1(d)	The Buyer shall not be liable for any loss of business reputation.
18.1(e)	The Buyer shall not be liable for any loss of anticipated savings.
18.1(f)	The Buyer shall not be liable for any loss or corruption of data or information.
18.1(g)	The Buyer shall not be liable for any special, indirect or consequential damage.
18.2(a)	Nothing in these Conditions limits or excludes the Buyer's liability for death or personal injury caused by the Buyer's negligence or that of its employees, agents or subcontractors.
18.2(b)	Nothing in these Conditions limits or excludes liability for fraud or fraudulent misrepresentation.
18.2(c)	Nothing in these Conditions limits or excludes liability for any matter where it would be unlawful to do so.
18.3	This condition shall survive termination of the Contract.
19. Force Majeure
19.1(a)	A strike, lock-out or other industrial action.
19.1(b)	Shortages of labour, fuel or raw materials where the Vendor could not take reasonable action to obtain alternative supplies in time to perform the Contract.
19.1(c)	Late, defective performance or non-performance by suppliers where the Vendor could not obtain alternative supplies in time by taking reasonable action.
19.1(d)	Private or public telecommunication failures, computer network failures or equipment breakdowns.
19.1(e)	Failure of utility services or transport networks.
19.1(f)	Civil commotion, riot, invasion, terrorist attack or threat thereof, war (declared or not), preparation for war, or malicious damage.
19.1(g)	Fire, explosion, storm, flood, earthquake, subsidence, collapse of buildings, epidemic, natural disaster or extreme weather conditions.
19.1(h)	Impossibility of using railways, shipping, aircraft, motor transport or other means of transport.
19.1(i)	Acts, decrees, legislation, regulations, restrictions or directions of any government.
19.2(a)	The affected party must notify the other party as soon as reasonably possible.
19.2(b)	Obligations under the Contract shall be suspended and the time for performance extended for the duration of the Force Majeure Event.
19.3	Where the Vendor is prevented from performing, it must arrange a new delivery date or performance period as soon as reasonably possible after the Force Majeure Event has ended.
19.4	If the Force Majeure Event continues for more than 90 calendar days, either party may terminate the Contract immediately by written notice.
20. Termination
20.1(a)	The Vendor shall cease to be bound to deliver, and the Buyer shall cease to be bound to receive, any further Goods.
20.1(b)	The Buyer shall cease to be bound to pay that part of the Price relating to undelivered Goods.
20.1(c)	The Buyer shall pay the Vendor reasonable compensation for work in progress relating to undelivered Goods.
20.1(d)	The Buyer shall pay the Vendor a pro rata amount of the Price for Services already performed.
20.1(e)	The Buyer shall not be liable for any loss of profits or consequential loss arising from such termination.
20.2(a)	Either party may terminate immediately if the other commits a material breach and fails to remedy it within 30 calendar days after written notice.
20.2(b)	The other party suspends, or threatens to suspend, payment of its debts.
20.2(c)	The other party is an individual who dies or becomes incapable of managing their affairs due to illness or incapacity.
20.2(d)	The other party becomes insolvent, negotiates with creditors or enters into arrangements with creditors, except for solvent reorganisations.
20.2(e)	An insolvent company or LLP is subject to winding-up proceedings.
20.2(f)	A bankruptcy petition or order is made against the other party or a partner of that party.
20.2(g)	Execution, sequestration, rent recovery or similar processes are enforced against the other party's assets.
20.2(h)	An administrator is proposed, applied for or appointed in respect of the other party.
20.2(i)	An administrative receiver or receiver is appointed over the other party's assets.
20.2(j)	Equivalent insolvency events occur in another jurisdiction.
20.2(k)	The other party suspends or threatens to cease carrying on all or a substantial part of its business.
20.2(l)	Any violation of clause 21 by the Vendor entitles the Buyer to terminate the Contract immediately without penalty.
20.3	Termination does not affect accrued rights, remedies, obligations and liabilities, and provisions intended to survive termination shall remain in effect.
20.4	Upon termination, the Vendor must cease using and immediately return all Buyer Materials.
21. Anti-Bribery and Corruption
21.1	Both parties agree to comply with all relevant UK and international anti-corruption legislation.
21.2	Neither party, nor their employees or subcontractors, shall offer, give or accept any bribe, kickback or improper financial advantage.
21.3	The Vendor confirms it has adequate procedures and anti-bribery policies in place to prevent bribery.
21.4	The Vendor must immediately notify the Buyer of any actual or suspected breach or demand for a bribe.
22. Notices
22.1(a)	Notices may be delivered personally.
22.1(b)	Notices may be sent by first-class prepaid recorded delivery or registered post.
22.1(c)	Notices may be sent by fax.
22.1(d)	Notices may be sent by electronic mail.
22.2	The Buyer's address for service is its registered office as stated in the Purchase Order.
22.3	The Buyer's email address for notices is po@commercialwashroomsltd.co.uk.
22.4(a)	Notices to the Vendor shall be sent to the Vendor's registered office.
22.4(b)	Notices may also be sent to the Vendor's fax number or email address provided for this purpose.
22.5(a)	Personally delivered notices are deemed served at the time of delivery.
22.5(b)	Posted notices are deemed served within 48 hours, or seven days for airmail.
22.5(c)	Fax or email notices are deemed served at transmission if sent on a Business Day between 9am and 5pm, otherwise on the next Business Day.
22.6	Notices relating to court proceedings must be served at the Buyer's registered office stated in the Purchase Order.
23. Assignment and Sub-contracting
The Contract is personal to the parties. Neither party may assign or subcontract rights or obligations without prior written consent.
24. Amendments
No amendment shall be effective unless in writing and signed by authorised representatives of both parties.
25. Severance
If any provision is unenforceable, invalid or illegal, it shall be deleted and the remaining provisions shall continue in full force and effect.
26. Waiver
26.1	Delay or failure by the Buyer to enforce its rights shall not constitute a waiver of those rights.
26.2	Partial exercise of rights shall not prevent further exercise of those rights.
26.3	No waiver is effective unless in writing and shall not constitute a waiver of any later default.
27. Entire Agreement
27.1	The Contract constitutes the entire agreement and supersedes all prior agreements. The Vendor acknowledges that it has not relied on representations not expressly included.
27.2	No terms shall be implied by trade, custom, practice or course of dealing.
27.3	These Conditions override any inconsistent terms and conditions of the Vendor.
28. No Partnership or Agency
28.1	Nothing in the Contract creates a partnership, joint venture, agency or fiduciary relationship.
28.2	Neither party has authority to act as agent for or bind the other party.
29. Third Party Rights
The Contract is not intended to grant rights to third parties under the Contract (Rights of Third Parties) Act 1999.
30. Governing Law and Jurisdiction
These Conditions and the Contract shall be governed by the laws of England and Wales, and disputes shall be brought in the courts of England or Wales.
31. Data Protection, Processing Roles and GDPR
31.1	For Data Protection Legislation purposes, the Buyer is the Controller and the Vendor is the Processor. The Vendor shall process Personal Data only on the Buyer's documented instructions.
31.2.1	Process Personal Data only on documented instructions unless otherwise required by law.
31.2.2	Ensure authorised personnel are bound by confidentiality obligations.
31.2.3	Implement appropriate technical and organisational security measures.
31.2.4	Do not appoint sub-processors without the Buyer's prior written authorisation.
31.2.5	Assist the Buyer with data subject requests and UK GDPR compliance obligations.
31.2.6	Delete or return Personal Data upon termination, unless retention is required by law.
31.3	Make available all information necessary to demonstrate compliance and permit audits and inspections by the Buyer or its appointed auditor.