Terms and Conditions
TERMS AND CONDITIONS OF PURCHASE 12/04/2023
1 – DEFINITIONS
“Company” means Sapphire Balconies Limited or any subsidiary company.
“Contract” means the Company’s Purchase Order provided to the supplier of Goods, Services and Rented Goods from time to time together with these Conditions of Purchase.
“Delivery Date” means the date as specified in the Contract by the Company, from time to time.
“Goods” includes the articles to be provided as set out in the Contract, including documentation, and rented goods as required by the Contract.
“Intellectual Property Rights” means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case: (a) whether registered or not, (b) including any applications to protect or register such rights, (c)including all renewals and extensions of such rights or applications, (d) whether vested, contingent or future, (e) to which the relevant party is or may be entitled, and (f) in whichever part of the world existing.
“Location” means the location specified in the Contract for delivery of the Goods, the Rented Goods or the performance of the Services.
“Rented Goods” includes articles loaned, hired, or leased by the Supplier to the Company.
“Services” includes the performance of duties as requested and defined in the Contract.
“Specification” includes descriptions of weight, size, dimensions, quality and safety requirements, performance parameters, and materials as defined in the Contract or in documents referenced by the Contract.
“Supplier” means the person or company from whom the Company has purchased goods, services, or materials.
“Supply” includes the supply of Goods, Rented Goods, and the performance of Services as defined below.
2 – GENERAL
2.1. These Conditions of Purchase (“Conditions”) shall apply to all contracts for Supply by the Company from the Supplier. These Conditions supersede any conditions that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. No terms or conditions endorsed on, delivered with, or contained in the Supplier’s quotation, sales conditions, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Company otherwise agree in writing. Each Order by the Company to the Supplier shall be an offer to purchase Goods, Rented Goods, or performance of Services subject to these Conditions. An Order may be withdrawn or amended by the Company at any time before acceptance by the Supplier.
2.2. Any of the commencement of processing by the Supplier of any Purchase Order, dispatch, or collection from the Suppliers premises by the Company, or delivery of the Goods or Rented Goods or performance of the Services by the Supplier to the Company shall be deemed conclusive evidence of the Supplier’s acceptance of these Conditions.
2.3. Any variation of these Conditions (including any special terms and conditions agreed between the parties) shall not apply unless agreed in writing and signed by an officer of the Company.
2.4. These Conditions supersede all earlier or undated Conditions of Purchase of the Company.
3 – VALIDITY
3.1. No Contract is valid unless a Purchase Order has been emailed with a valid order number from a member of the Company’s Purchasing Department.
3.2. The Supplier shall not act upon any instruction (including an instruction requiring a variation to the Contract) other than one that is issued by the Company in writing. If the Supplier receives any verbal instruction, it shall forthwith notify the Company’s Purchasing Department and await the Purchasing Department’s written instructions. If the Supplier acts upon any instruction issued other than in writing, then it does so at its own risk and cost.
4 – TITLE AND RISK
4.1. All Goods provided under the Contract shall be in accordance with the Specification unless otherwise specified in writing and shall become the property of the Company upon delivery, collection, or payment for the Goods, whichever comes first.
4.2. Completion by the Supplier of the Company’s app-based “Passport” quality control process in respect of the Goods shall not reduce or relieve the Supplier in any respect of its obligation to supply the Goods in accordance with the Specification. For the avoidance of doubt, acceptance by the Company of the Supplier’s completion of the app-based “Passport” quality control process shall in no way relieve the Supplier of all liability for the Goods conforming to the Specification and the Company shall have no liability in respect of the same.
4.3. The passing of title shall not prejudice any other of the Company’s rights and remedies, including its right to reject.
4.4. The Supplier warrants and represents that it:
(a) has at the time the Contract is entered into full, clear, and unencumbered title to the Goods (or to rent the Rented Goods), and the full, clear and unencumbered right to sell and deliver the Goods, or to rent the Rented Goods, to the Company; and
(b) shall hold such title and right to enable it to ensure that the Company shall acquire a valid, unqualified title to the Goods and shall enjoy quiet possession of them (or the Rented Goods, as the case may be).
4.5. The risk of loss or damage to the Goods remains with the Supplier until the Goods are either collected from the Suppliers premises by the Company or delivered to the Location by the Supplier.
5 – DELIVERY
5.1. Time is of the essence in this Contract. Delivery shall be to the Location. Delivery dates shall be as stated on the Purchase Order and may be extended or otherwise varied at the Company’s sole discretion. If there is a delay, or a possibility of a delay, the Supplier must provide the Company with written notification within two days of becoming aware of any such delay. Goods shall be deemed delivered by the Supplier only on completion of unloading of the Goods at the Location together with the handing over of the applicable delivery note and proof of delivery (in person or accordance with clause 6.4 below).
5.2.1 If the Supplier fails to Supply in accordance with the Contract on the agreed Delivery Date or where a short delivery has been made, then, in addition to its rights under clause 15 and without prejudice to the Company’s rights or remedies for the breach of contract:
(a) the Company may terminate the Contract; in this event and without prejudice to the Company’s other remedies, the Supplier shall promptly collect any Goods which have already been delivered and shall forthwith refund any monies that have been paid to it by the Company; or
(b) the Company may either at its sole election (i) accept the part delivery and recover from the Supplier any losses incurred as defined in clause 12 and require the Supplier to deliver the outstanding quantity; or (ii) accept the part delivery and recover from the Supplier any losses incurred as defined in clause 12 and terminate the Contract.
5.2.2 Where the Supplier fails to Supply in accordance with the Contract and/or the Specification or supplies damaged or defective Goods or Rented Goods, and/or refuses or neglects to remove or make good such damaged or defective Goods or Rented Goods after being directed in writing to do so by the Company, the Company may reject the Goods or Rented Goods. In this event and without prejudice to the Company’s other rights and remedies, the Supplier shall:
(a) promptly collect any goods which have been delivered,
(b) forthwith refund any monies that have been paid, and
(c) be liable for consequential losses as defined in clause 12.
5.2.3 The Company has the sole right to demand reasonable fulfilment of the Contract regardless of consequences to the Supplier. The Company may exercise these rights by written notice to the Supplier.
5.3. The Company shall reserve the right to refuse delivery of Goods made more than 14 days before the Delivery Date.
5.4. All Goods shall be suitably packed, wrapped or prepared by the Supplier to ensure that they are fully protected for both transportation and storage and in accordance with the Company’s requirements communicated to the Supplier from time to time.
6 – SITE ARRANGEMENTS
6.1. For all deliveries to or on behalf of the Company, the driver of the vehicle is responsible for complying with all health and safety arrangements put in place by the persons in control of the Location, including, without limitation, use of site equipment and systems specified in their Safe Systems of Work. The vehicle driver must have site PPE including Hi-Vis Vest/Jacket, Safety Footwear, Hard Hat, Gloves and Goggles, and where applicable, suitable ladder access to the bed of the vehicle, leading-edge protection system and/or harness and fall restraint system.
6.2. The Supplier will be responsible for costs of non-compliance with clause 6.1 or for failed deliveries including if any driver is turned away from the Location.
6.3. Demurrage charges will not be payable for deliveries where unloading and standing time does not exceed 1.5 hours.
6.4. If delivery is not to Arkwright Road, Reading, a signed proof of delivery and a copy of the delivery note are required to be sent by email to firstname.lastname@example.org in order for the goods to have been deemed properly delivered.
6.5. No charges for packing, pallets, crates, containers etc. whether returnable or not shall be made unless otherwise agreed in writing by the Company.
7 – DOCUMENTATION
7.1. In addition to requirements listed elsewhere in the Contract:
(a) Certificates of Conformity must be supplied to the Company for all Goods and Rented Goods; and
(b) Provided that proof of delivery and any relevant certificates of conformity have first been provided to the Company, the Supplier shall invoice the Company (unless expressly stated otherwise in the Purchase Order) no later than 7 days after delivery. Each invoice must state the Purchase Order number(s), the date of despatch, the quantity and type of Goods; and
(c) Each Purchase Order shall be invoiced to the Company separately; and
(d) If an Inspection & Test Plan is supplied with the Purchase Order, inspection and test results for the Goods must be supplied to the Company conforming to that plan in advance of submitting an invoice.
7.2. Invoices with no Purchase Order numbers, or where proof of delivery and/or certificates of conformity have not been provided in advance of invoice, may not be processed and payment by the Company may be delayed until corrected paperwork has been properly submitted by the Supplier.
7.3. Invoices are to be addressed to the Finance Department and sent by email to email@example.com. Invoices submitted by any other means or to other persons may not be processed within the deadlines for payment.
8 – PAYMENT
8.1. The Company shall pay each validly submitted invoice of the Supplier within 30 days following the end of the calendar month of receipt unless expressly stated otherwise on the Purchase Order. Time of payment is not of the essence.
8.2.VAT (or equivalent local tax, where applicable) shall be charged by the Supplier and paid by the Company at the currently applicable rate.
9 – CHANGES TO CONTRACT
9.1. The Company reserves the right at any time to vary the terms of the Contract in writing and the Supplier shall accept all such reasonable variations.
9.2. The Supplier does not have the right to adjust any rates or prices within the Contract after the date of the Contract unless confirmed in writing by the Company as set out in clause 3.2 above.
10 – INTELLECTUAL PROPERTY
10.1. Documents and communicated information disclosed to the Supplier by the Company may be protected by Intellectual Property Rights. The Supplier must treat all such disclosed documentation and information as if it is protected intellectual property and must consequently take appropriate precautions, including ensuring the confidentiality, where appropriate, of the same.
10.2. All Specifications provided by the Company and all Intellectual Property Rights in the Goods made in accordance with such Specifications shall vest in and remain at all times the property of the Company and such Specifications may only be used by the Supplier as necessary to perform the Contract. The Supplier assigns (or shall procure the assignment) to the Company absolutely, with full title guarantee, all right, title and interest in any such Intellectual Property Rights, and the Supplier shall do all such things and sign all documents necessary in the Company’s opinion to so vest all such Intellectual Property Rights in the Company, and to enable the Company to defend and enforce such Intellectual Property Rights, and the Supplier shall at the Company’s request waive or procure a waiver of all applicable moral rights.
10.3. The Supplier may not disclose any such documentation or information as contemplated in this clause 10 and procured by the Supplier in connection with the Contract without first obtaining written permission from the Company or unless otherwise strictly necessary to fulfil the Supply.
11 – INDEMNITIES AND WARRANTIES
11.1. The Supplier shall indemnify the Company and its clients against any liability, loss, damages, claim, costs (including reasonable legal fees), expenses which the Company may suffer or incur directly or indirectly from the Supplier’s breach of any of the Supplier’s obligations under the Contract.
11.2. The Supplier shall have in place and maintain contracts of insurance at a level appropriate to the Goods, Rented Goods and/Services being Supplied with reputable insurers incorporated in the United Kingdom or the Supplier’s local jurisdiction:
(a) insuring the Goods in the Supplier’s possession against all usual risks, including accident, fire, and theft, for their full replacement value until the risk in them passes to the Company, and
(b) insuring against all other risks that a prudent supplier should consider reasonable, including without limitation all losses, damages, liability, costs (including reasonable legal fees) and expenses incurred by the Company arising in respect of personal injury to or death of any person or in respect of any injury or damage whatsoever to any property arising out of the use by the Company of the Goods or Rented Goods which form the basis of the Contract.
A copy of the insurance certification must be supplied at least annually to the Company.
11.2. The Supplier guarantees that the sale or use of its Goods will not infringe any British or foreign patent or trade mark or registered design of copyright or other Intellectual Property Right and undertakes to indemnify and keep the Company indemnified against all actions, judgments, decrees, costs, claims, demands and expenses resulting from any actual or alleged infringement of the same and undertakes at its own expense to defend or assist in the defence of any suit or action which may be brought in this connection.
11.3. In addition to any Specification, all Goods and Services shall be fit for purpose and compliant with the relevant British, European, or international standards.
11.4. Where materials are not specified, or are recommended by the Supplier, the Supplier must use reasonable skill and care to avoid the selection of materials and/or manufacturing techniques which are dangerous to health, environmentally unfriendly, or which tend to fail in practice.
12 – CONSEQUENTIAL LOSS
12.1. In the event of a Supplier default under clauses 5, 6 or 7.1, reasonable indirect consequential losses incurred by the Company may be charged to or set off pursuant to clause 16.1 against the Supplier’s account and will be held as a debt against the Supplier. Consequential losses include, but are not limited to, the following:
(a) all losses and expenses that are directly or indirectly incurred as a result of the Supplier’s default; and
(b) Company employee time incurred directly as a result of the Supplier’s default. This will be charged at the following rates:
- £50/hour for operatives;
- £100/hour for managers;
- £150/hour for directors.
12.2. The Company’s total liability to the Supplier under this Contract shall be the lower of 10% of the amounts paid under the Contract over the 12 months period prior to the date of any claim and £50,000.
12.3. Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other losses which cannot be excluded or limited by Applicable Law;
(d) any losses caused by wilful misconduct.
13 – ANTI-SLAVERY
13.1 The Supplier undertakes, warrants, and represents that:
13.1.1 neither the Supplier nor any of its officers, employees, agents, or subcontractors has:
(a) committed an offence under the Modern Slavery Act 2015 (a MSA Offence); or
(b) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
(c) is aware if any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
13.1.2 it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy; and
13.1.3 it shall notify the Company immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents, or subcontractors have breached or potentially breached any of the Supplier’s obligations under clause 13.1. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Supplier’s obligations.
13.2 Any breach of clause 13.1 by the Supplier shall be deemed a material breach of the Contract and shall entitle the Company to terminate the Contract with immediate effect.
14 – ANTI-BRIBERY
14.1 For the purposes of this clause 14 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
14.2 Each party shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption, including to the Bribery Act 2010 and to ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
(a) all of that party’s personnel;
(b) all others associated with that party; and
(c) all of that party’s subcontractors;
involved in performing the Contract so comply.
14.3 Without limitation to clause 14.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
14.4 Each party shall immediately notify the other as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 14.
15 – INSOLVENCY
15.1. If the Supplier becomes bankrupt or has a receiving order or administration order made against him or presents its petition to bankruptcy or makes an arrangement or assignment in favour of its creditors, or agrees to carry out the Contract under a committee of inspection of its creditors or (being a corporation) goes into liquidation (other than a voluntary liquidation for the purposes of amalgamation or reconstruction), then in any such event or the anticipation of such event and without prejudice to any other rights or remedies, the Company may by written notice to the Supplier terminate the Contract forthwith and thereupon the Company may take possession of all Goods or Rented Goods, including partially completed Goods and may use them for its own purposes or sell all or any of them and apply the proceedings for or towards the satisfaction of monies otherwise due to the Company by the Supplier.
16 – SET OFF
16.1. The Company shall have the right to set off against any amount due from it to the Supplier any sum or sums which at the date of set off are due and owing to the Company under any Contract whatsoever between either the Company and the Supplier or between the Company and any company which is either a subsidiary of the Supplier within the meaning of Section 256 of the Companies Act 2006 or which is an associated company of the Supplier. For the purposes of this clause only “associated company” means:
(a) a company which directly or indirectly owns or holds more than 50% of the share capital or voting interest of the Supplier or
(b) a company in which more than 50% of the share capital or voting interests are owned or held directly or indirectly by a company falling within sub-paragraph (a) above.
17 – TERMINATION
17.1. The Company reserves the right to cancel all or part of the Contract to the Supplier. In this event, the Supplier will not be entitled to charge any costs resulting from the termination, including loss of profit.
17.2. If the Supplier repudiates its obligations under the Contract, the Company reserves the right to terminate the Contract. In this event, the Company shall be entitled to charge reasonable costs to the Supplier including consequential losses.
18 – GENERAL CLAUSES
18.1. If any clause or sub-clause of this Contract is declared unenforceable or invalid, the remainder will continue to be valid and enforceable as if the clause or sub-clause did not exist.
18.2. The rights and remedies provided in the Contract for the Company only are cumulative and not exclusive of any rights and remedies provided by law.
18.3. The Supplier shall at the request of the Company, and at the Supplier’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.
18.4. The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
18.5 Each party acknowledges that it has not entered into the Contract, or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
18.6 Nothing in these Conditions purports to limit or exclude any liability for fraud.
NO PARTNERSHIP OR AGENCY
18.7. The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
18.8. The Supplier recognises that any breach or threatened breach of the Contract may cause the Company irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Company, the Supplier acknowledges and agrees that the Company is entitled to the remedies of specific performance, injunction, and other equitable relief without proof of special damages.
18.9. No failure, delay, or omission by the Company in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power, or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power, or remedy.
18.10 No single or partial exercise of any right, power or remedy provided by law or under the Contract by either party shall prevent any future exercise of it or the exercise of any other right, power, or remedy by that party.
18.11 A waiver of any term, provision, condition, or breach of the Contract by a party shall only be effective if given in writing and signed by that party, and then only in the instance and for the purpose for which it is given.
COMPLIANCE WITH LAW
18.12. Both parties shall comply with all laws, enactments, regulations, regulatory policies, guidelines, and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
THIRD PARTY RIGHTS
18.13. A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
18.14. This Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by accordance with the laws of England and Wales.
18.15. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).
TECHNICAL CONTENT DISCLAIMER
Please note that all technical information given in any form is intended for general guidance only and is given without engagement. Additional information and advice on specific applications should be sought and relied on as felt suitable by the architect, designer, structural engineer or other specialist.
Any drawings provided by this company or included in our brochures are for aesthetic purposes only and are not meant to depict a design solution to the issues shown. It is provided in good faith as being representative of what may be provided. It is not a design solution nor is it meant to suggest a solution either to be helpful or otherwise. The design solution rests with the client’s design team and not with Sapphire Balustrades Limited.
All guidance given by Sapphire must be adapted to suit local conditions and the type of application, material etc being used. These ideas, drawings and images etc. are purely suggestions and are not intended to be used as solutions.
Sapphire cannot accept responsibility for any errors or costs etc and we reserve the right to make technical, component, range etc modifications without notification. Whilst Sapphire seeks to ensure details are correct to the best of their knowledge, Sapphire accept no liability for printing or published content errors or omissions.
It is imperative that any regulatory or design guidance acted upon is independently researched and supported by companies other than Sapphire.
ELECTRONIC COMMUNICATION DISCLAIMER
Please note the contents of all emails and electronic communication, including but not limited to any attachments, are confidential. They may also be legally privileged or otherwise protected from disclosure. All information and emails should not be used by anyone other than the intended recipient, nor may it be copied or disclosed to anyone who is not an original intended recipient. If you have received an email from us by mistake please notify us by emailing the sender, and then delete the email and any copies or associated attachments from your system. Liability cannot be accepted for statements or opinions made which should be entirely deemed as the senders own and not made on behalf of Sapphire. Sapphire cannot accept liability for any virus or related damage resulting from the use or receipt of any email message, attachments, website or software. You should perform your own virus checks before opening or downloading any information or attachments.
Calls made to Sapphire using 0844 numbers will be charged at £0.07 plus telephone company access charge, calls made to Sapphire using 0344 numbers will be charged at Standard Local / National Rates.
Legal details for Sapphire Balconies Ltd
Registered office: 11 Arkwright Road, Reading, RG2 0LU
Registration No: 07719070 VAT No: 890 0155 38
Company Directors: Luke Haughton, Evan Lindsell, Andrew Parsons, Tristan Parsons, Warren Parsons