1. Definitions

1.1 ‘We’, ‘us’ and ‘our’ means Blue Cube Security Ltd ("BLUE CUBE") company number 07118478 have their registered office at Ratana House, Saint Hill Road, East Grinstead, West Sussex RH19 4JU, UK.

1.2 ‘You’ and ‘your’ means the person, firm and/or company to whom the Purchase Order is addressed.

1.3 ‘Contract’ will, subject to clause 2.2, comprise (in order of precedence in case of any conflict between them): any Order Amendment(s), the Purchase Order, these general conditions of purchase and any special conditions, specifications and other document (or part document) we refer to on the Purchase Order.

1.4 ‘Goods’ means any materials, articles and substances to be supplied by you under the Contract.

1.5 ‘Order Amendment’ means each Authorised amendment to any Purchase Order, each such Order Amendment (where applicable) having precedence over any earlier Order Amendment.

1.6 ‘Our Goods’ means any articles or things belonging to us on which the Services are to be carried out by you.

1.7 ‘Services’ means any works or services to be supplied by you under the Contract.

1.8 ‘Price’ has the meaning given in Clause 3 below.

1.9 ‘Purchase Order’ means our Authorised purchase order, to which these Terms and Conditions shall apply.

2. The Contract

2.1 You agree to sell and supply, and we agree to purchase, the Goods and/or Services (as the case may be) in line with the Contract.

2.2 The Contract will not include any of your conditions of sale or supply of services notwithstanding reference to them in any document. Should the Contract be held to include your terms and conditions then in the event of any conflict the Contract will prevail over your terms and conditions.

3. The Price

3.1 You will sell and supply us the Goods and Services for the Price stated in the Contract.

3.2 The Price will include storage, packing, insurance, delivery, installation and commissioning (as applicable) but will exclude VAT.

3.3 All BLUE CUBE Purchase Orders are placed in Pounds Sterling unless specifically agreed otherwise.

3.4 Any associated costs such as Taxes, Freight costs, etc. must be clearly stated at the time of quotation and, unless shown on our Purchase Order, will not be paid by BLUE CUBE.

4. Amending a Purchase Order

4.1 You shall not alter or vary the Goods or Services, except as directed in writing by us.

4.1 We will have the right, before delivery, to send you an Order Amendment adding to, deleting or modifying the Goods and Services.

4.2 If an Order Amendment will cause a change to the Price or delivery date then you must suspend performance of the Contract and notify us without delay, calculating the new Price at the same level of cost and profitability as the original Price. You must allow us at least 10 working days to consider any new Price and delivery date. The Order Amendment will take effect only when a revised Purchase Order is issued within the time you stipulate (not less than 10 days)

4.3 If a revised Purchase Order is not issued within the time you stipulated then performance of the Contract will immediately resume as if the Order Amendment had not been issued (except that we may still exercise our right to end the Contract in line with Clause 20).

5. Quality and Description

5.1 The Goods and Services will:

(a) conform in every respect with the provisions of the Contract;

(b) be capable of all standards of performance specified by you;

(c) be fit for any purpose made known to you (even if by implication and in this respect we rely on your skill and judgement);

(d) be new (unless otherwise specified by us on the Purchase Order) and be of sound materials and skilled and careful workmanship;

(e) correspond to their description, part number and specifications you may have supplied or referred to in the Contract;

(f) be of satisfactory quality;

(g) comply with any prevailing legislation affecting the UK; and

(h) be supplied with all due diligence, skill and care to be expected of persons fully qualified and experienced in their provision.

6. Work At Our Premises

6.1 If the Contract involves any works or services which you perform at our or our clients’ premises then you will ensure that you will (at your cost):

(a) adhere in every respect to the obligations imposed on you by current health and safety legislation; and,

(b) comply with all regulations at those premises.

7. Safety

7.1 You will observe all legal requirements of the UK or EU and relevant international agreements in relation to health, safety and environment, and in particular to the marking of hazardous Goods, the provision of data sheets for hazardous materials and all provisions relating to food. Hazardous Goods must be clearly marked and display the name of the material in English. Transport and other documents must include declaration of the hazard and name of the material in English and Goods must be accompanied by emergency information in English.

8. Delivery

8.1 The Supplier shall ensure that:

8.1.1 the Products are properly packed and secured in such a manner as to enable them to reach their destination in good condition;

8.1.2 each delivery of the Products is accompanied by a delivery note which shows the date of the Purchase Order and the Purchase Order reference, the type and quantity of the Products (including the code or serial numbers of the Products (where applicable) special storage instructions (if any) and, if the Products are being delivered in instalments, the outstanding balance of Products remaining to be delivered.

8.2 If the Supplier requires BLUE CUBE to return any packaging material from the Products, the Supplier shall clearly state this on the delivery note. The cost of returning any packaging shall be at the Supplier’s cost.

8.3 The Supplier shall deliver the Products on or by the Delivery Date specified in the Purchase Order, to the Delivery Address specified in the Purchase Order between 09:00 and 17:00 on a Business Day, or as instructed by BLUE CUBE.

9. Late Delivery

9.1 If you or your carrier deliver any Goods to us, or supply any Services, but at the wrong time or to the wrong place then we may deduct from the Price any resulting additional costs to us including (without limitation) costs of storage or transport.

10.Property and Risk

10.1 You will bear all risks of loss or damage to the Goods until they have been delivered to us at the location specified and you will insure them accordingly.

10.2 Ownership of the Goods will pass to us:

(a) when the Goods have been delivered to us; or, if earlier, when they have been paid for in full;
(b) if we make any advance or stage payment, at the time such payment is made (in which case you must mark the Goods as our property).

10.3 The effect of this clause is without prejudice to any rights of rejection, termination or cancellation we may have.

11. Acceptance

11.1 We will have the right to reject any Goods (in whole or in part) within a reasonable time of delivery or completion if they do not conform to the requirements of the Contract. It is agreed that we may exercise our right of rejection notwithstanding any provision of the Sale of Goods Act 1979 (as amended).

11.2 The making of payment shall not prejudice this right of rejection. In the event of such cancellation you will promptly repay to us any sum paid.

11.3 You must collect all rejected Goods within a reasonable time of rejection or we will return them to you at your risk and expense.

12. Payment

12.1 Unless we expressly state otherwise in the Contract we will pay you within 45 days from the end of the month in which we receive from you a correctly rendered invoice. Your invoice must be addressed to the department indicated on the Purchase Order and it must quote the full Purchase Order number. VAT, where applicable, will be shown separately on all invoices as a strictly nett extra charge. All invoices and payments must be in pounds sterling. We will not be held responsible for delays in payment caused by your failure to comply with our invoicing instructions.

12.2 All correspondence including invoices and statements should be delivered by email to Accounts@BlueCubeSecurity.com wherever possible.

12.3 If the Goods are not correctly delivered or we have not accepted the Services, the invoice shall be paid 30 days from the end of the month following the date when the discrepancy is corrected to our satisfaction.

13. Your Warranty

13.1 It is expressly agreed that:

(a) you will promptly make good (at no cost to us) any defect in the Goods and Services that we discover under proper usage during the first of 12 months of actual use or 18 months from the date of delivery or supply to us, whichever period ends first. Such defects may arise from your faulty design, your erroneous instructions as to use, inadequate or faulty materials, poor workmanship or any other breach of your obligations whether under the Contract or at law;

(b) repairs or replacements will be covered by the above warranty but for a period of 12 months from their delivery or supply to us;

(c) you will ensure that compatible spares are available to facilitate repairs (where applicable) at a reasonable price for a period of at least 5 years from the date of delivery of the Goods.

14. Indemnity

14.1 You will indemnify us against all loss, actions, costs, claims, demands, expenses and liabilities including (without limitation) liabilities to other persons and whether in respect of personal injury to or death of any person or in respect of any loss or destruction of or damage to property or in any other respect whatsoever arising out of the breach or negligent performance by you or failure of performance by you of the Contract or the presence of you, your employees or agents on our premises or clients premises.

15. Insurance

15.1 You will have in force and maintain during the period of the Contract:

(a) any minimum insurance requirement of UK or EU legislation;

(b) public liability insurance in respect of your performance of the Contract covering: loss or damage to our property, or the property of other persons; and injury or death of any persons, and such other liabilities as are usually covered by such insurance, in the sum of at least £1 million per event;

(c) insurance of Our Goods or property whilst in your possession, and transport of the same between our premises and your premises, in a sum of at least their full replacement value;

(d) if you supply Goods under the Contract, product liability insurance in respect of any liability in the sum of at least £1 million per event.

15.2 You will procure that such insurance will extend, where appropriate, to indemnify us as principal.

15.3 All relevant sums received under the required insurance will be applied in, or towards, satisfaction of any claims against you by us or the replacement of the Goods or our Goods or our property as the case may be.

15.4 You will comply with the terms and conditions of any insurance taken out by yourselves and will bear the cost of all exclusions and limitations under such insurance.

15.5 You will supply to us a copy of all relevant insurance policies and evidence that the policies are in force, and the premiums have been paid, when we require it.

15.6 If you fail to comply with your above insurance obligations we may take out such insurance and you will forthwith reimburse such costs to us.

16. Anti-Bribery

16.1 The Supplier shall:

16.1.1 comply with the Bribery Act 2010 (“the Bribery Act”) and

16.1.2 have and maintain throughout the term of this Agreement its own adequate policies and procedures to ensure compliance with the Bribery Act and

16.1.3 comply with such policies and procedures

16.2 Breach of this clause 16 by the Supplier shall be deemed a material breach of this Agreement entitling BLUE CUBE to terminate it immediately.

17. Anti-Slavery and Human Trafficking

17.1 In performing its obligations under this Agreement the Supplier shall:

17.1.1 comply with all applicable anti-slavery and human trafficking laws, statutes, regulations from time to time in force including the Modern Slavery Act 2015 (“Slavery Legislation”);

17.1.2 have and maintain throughout the term of this Agreement its own adequate policies and procedures to ensure compliance with the Slavery Legislation; and

17.1.3 comply with such policies and procedures.

17.2 The Supplier shall notify BLUE CUBE as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with this Agreement, including any breach of the Slavery Legislation.

17.3 Breach of this clause 17 by the Supplier shall be deemed a material breach of this Agreement entitling BLUE CUBE to terminate it immediately.

18. Recovery of Sums Due

18.1 Whenever under the Contract any sums of money will be recoverable from or payable by you, they maybe deducted from any sums then due, or which at any later time may become due, to you under the Contract or under any other contract you may have with us.

19. Force Majeure

19.1 Neither party shall be liable for failure to perform its obligations under the Contract if such failure results from circumstances, which are beyond the party’s reasonable control.

20. Confidentiality

20.1 You undertake that you and your personnel, agents and subcontractors will fully respect the confidentiality of our internal business affairs. You hereby undertake to treat as confidential all the information obtained from us or communicated to you pursuant to the Purchase Order (or through discussions or negotiations prior to the Purchase Order being placed) or acquired in the performance of the Purchase Order.

20.2 You undertake not to divulge such information to any persons (except to its employees and then only to employees who need to know the same) and will use such information solely in connection with performing its obligations under the Purchase Order and not for its own benefit or for the benefit of any third party.

21. Intellectual Property Rights

21.1 You warrant that neither the Goods or Services, nor our use of them, will infringe any patent, registered Design, trade mark, copyright or other protected right and undertake to indemnify us against all actions, costs, claims, demands, expenses and liabilities arising from or incurred by reason of any infringement or alleged infringement of any such right.

21.2 You will grant to us a perpetual, royalty-free, world-wide, irrevocable licence to use, and sublicense others to use, all intellectual property rights owned and used by or developed by you, your employees and agents in the supply of the Goods and Services or other performance of the Contract for the purpose of operating, using, modifying, maintaining or repairing the Goods and Services or connecting, integrating or incorporating them into other goods and equipment and we will be entitled to assign such licence to others.

22. Ending the Contract

22.1 We may in writing, giving such notice period as we deem appropriate, end the Contract if you:

(a) default in performance of any of your obligations under the Contract and, in the case of a default which is capable of remedy, we have given notice requiring the default to be remedied and the default is not remedied within 14 days after the date of the notice to remedy;

(b) have committed persistent breaches of the Contract, whether or not breaches of a similar nature, over any period of 28 consecutive days;

(c) are a company and:

(i) you pass an effective resolution for winding-up (otherwise than for the purpose of an amalgamation or reconstruction where the resulting entity assumes all of your obligations under the Contract); or

(ii) a court makes a binding order to that effect unless within 28 days of his appointment the liquidator provides to us a guarantee of performance of the Contract in such form and amount as we may require; or

(d) are a partnership and you will be dissolved, or (being an individual) will commit any act of bankruptcy or will die, if you (whether a company or not) will cease to carry on its business or substantially the whole of its business, or if a liquidator, receiver, administrator, trustee, manager or similar officer is appointed over any of your assets or any similar step is taken in connection with your insolvency, bankruptcy or dissolution.

22.2 If the Contract is so ended then:

(a) It will be in respect of the Goods undelivered or the Services not performed as at the effective date of ending and, if we so require, in respect of Goods or Services already delivered or performed, or any of them; and

(b) we will (without prejudice to any other claim for damages we may have) be entitled to recover from you:

(i) any additional expenditure which may be incurred by us in obtaining replacement Goods and/or Services; and

(ii) if the Contract is ended in respect of Goods already delivered, and at our option, all sums paid for such Goods, in which case they will be returned to you at your risk and cost.

22.3 In addition to any rights we may have under the Contract or at law we will be entitled to end the Contract, for any other reason whatsoever, by written notice and to refuse to accept any further Services and any Goods not delivered and accepted at the date of such notice provided that:

(a) we will pay to you the Price of Goods and/or Services delivered and accepted by us and not already paid for;

(b) you will, if we require, complete all Goods partially manufactured and Services partially performed at the date of any notice and we will pay the Price (or for part performance a fair and reasonable proportion thereof) of all such Goods and Services as are accepted by us;

(c) We will pay to you such sum (not exceeding the Contract price) as may be reasonable in respect of any Services carried out before it ended.

22.4 The ending of the Contract under clauses 20.1 or 20.3 for any reason will:

(a) subject to the other provisions of clause 20, discharge the parties from any liability for further performance of the Contract;

(b) be without prejudice to any rights or liabilities which have accrued prior to the date it ended; and

(c) not affect the coming into force or the continuation in force of any provision of the Contract which is expressly or by implication intended to come into or continue in force on or after it ended.

22.5 Upon the ending of the Contract, you will return to us all documents and materials (and all copies thereof) containing our confidential information and certify in writing to us that you have complied with this requirement.

22.6 Nothing in this clause 20 excludes or restricts any right which we would otherwise have under the law to rescind or end the Contract or to treat us as discharged from further performance of our obligations under the Contract whether on grounds of misrepresentation, breach, frustration or otherwise.

23. Assignment and Sub-letting

23.1 The Contract will not be assigned by you nor sub-let as a whole. You will not sub-let any part of the Contract without our written consent, but we will not refuse such consent unreasonably. The restriction contained in his Clause will not apply to sub-contracts for materials for minor details or for any part of which the manufacturers are named in the Contract. You will be responsible for all work done and Goods and Services supplied by all sub-contractors.

24. Waiver

24.1 A failure at any time to enforce any provision of the Contract will in no way affect the right at a later date to require complete performance of the Contract, nor will the waiver of the breach of any provision be taken or held to be a waiver of any subsequent breach of the provision or be a waiver of the provision itself.

25. Amendment

25.1 No addition, alteration or substitution of these conditions will bind us or form part of the Contract unless and until accepted in writing by a Director of the Company.

26. Law

26.1 The Contract will be subject to Law of England and Wales and the exclusive jurisdiction of the courts in England and Wales.

26.2 Supplier represents and warrants that it will comply with all applicable local and national laws and regulations pertaining to its performance of its obligations under this Agreement.

27. Dispute Resolution

27.1 If any dispute arises in connection with this Agreement, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (“ADR notice”) to the other party to the dispute requesting a mediation. A copy of the request should be sent to CEDR. The mediation will start not later than 30 days after the date of the ADR notice. The commencement of a mediation will not prevent the parties commencing or continuing court proceedings or an arbitration.