Supplier Terms and Conditions






1.                Interpretation


1.1.            In these Conditions:


Business Day” means a day other than a Saturday, Sunday or UK public holiday;


Company” means Lucy Group Ltd, company number 51908, whose registered office is at Eagle Works, Walton Well Road, Oxford, OX2 6EE, UK;


Conditions” means these Standard Conditions of Purchase;


Contract” means the agreement between Company and Supplier comprising the Purchase Order, these Conditions and any other document expressly stated in the Purchase Order as being incorporated into the Contract;


Delivery” means completion of delivery of the Goods (including any agreed instalment) in accordance with the Contract;


Delivery Date” means the date for delivery of Goods (or any agreed instalment) specified in the Purchase Order;


Delivery Location” means the place of delivery of Goods (including any agreed instalment) specified in the Purchase Order;


Goods” means the goods identified in the Purchase Order;


Group” means in relation to a company, the company, its subsidiaries, its holding companies and their respective subsidiaries (“holding company” and “subsidiary” shall have the same meaning as in section 1159 of the Companies Act 2006);


Insolvency Event” in relation to a party means any of the following or similar event:


a)         the party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due;


b)         an application is made for an administrator to be appointed over the party or a creditor takes possession or seeks to take possession of any of the party’s assets;


c)         the party commences negotiations with its creditors with a view to rescheduling its debts or makes a proposal for or enters into any compromise or arrangement with its creditors, or a petition is filed, notice is given, resolution is passed or an order is made for the winding up of the party (other than for the sole purpose of a scheme for a solvent amalgamation with another company or of the solvent reconstruction of the party;


Intellectual Property Rights” all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. Intellectual Property Right means any one of the Intellectual Property Rights.


Purchase Order” means a purchase order for the purchase of Goods by Company from Supplier which states that these Conditions apply and setting out the type and quantity of the Goods;


Specification” means the description of the Goods set out or referred to in the Purchase Order;


Standards” means the standards expressly identified in the Contract and, where no applicable standard is so identified, in accordance with generally accepted industry standards and practices; and


Supplier” means the person identified as Supplier in the Purchase Order.


1.2.            If there is any inconsistency between the Conditions, the Purchase Order and any other document forming part of the Contract, the Purchase Order shall take precedence, followed by the Conditions and then any other such document.


1.3.            Headings do not affect the interpretation of the Contract.


1.4.            A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.


1.5.            A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.


1.6.            Unless the context otherwise requires, words in the singular shall include the plural and vice versa.


1.7.            Reference to a statute, provision or any subordinate legislation made under a statute is to such statute, provision or subordinate legislation as amended or re-enacted from time to time and, in the case of a statute, includes any subordinate legislation made under that statute from time to time.


1.8.            An obligation in the Contract not to do something includes an obligation not to agree or allow that thing to be done.


1.9.            Reference to the Contract or any other agreement is a reference to the Contract or that agreement as validly varied or novated at any time.


1.10.          References to clauses are to clauses of the Contract.


1.11.          If Supplier constitutes two or more persons, the obligations and liabilities of such persons are joint and several.


1.12.          A phrase introduced by the terms “including”, “include”, “in particular” or similar expression shall be illustrative and not limit the sense of the words preceding such terms.


2.                Formation of Contract


The Contract shall come into effect upon receipt by Company of the Purchase Order signed by Supplier.  No amendment made by Supplier to the Purchase Order, nor any additional or alternative terms proposed by Supplier, shall have any effect.


3.                Manufacture, Quality and Packing


3.1.            Company agrees to purchase from Supplier the Goods on the terms of the Contract.


3.2.            Supplier undertakes that the Goods will:


a)         comply with the Specification;


b)         comply with the Standards;


c)         be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by Supplier or made known to Supplier by Company;


d)         where applicable, be free from defects in design, material and workmanship and remain so for 12 months after Delivery; and


e)         comply with all applicable statutory and regulatory requirements.


3.3.            Supplier shall ensure that the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition.


3.4.            Supplier shall obtain, maintain and comply with all licences, permissions, authorisations, consents and permits needed to manufacture and supply the Goods in accordance with the terms of the Contract.


3.5.            Supplier shall comply with the Standards and all applicable laws, regulations and other mandatory requirements relating to the manufacture, packing, packaging, marking, storage, handling and delivery of the Goods. 


3.6.            Supplier shall mark Company’s order number and any part numbers on all invoices, advice notes, statements, correspondence and packaging.


4.                Inspection and Testing


4.1.            Company shall have the right to enter Supplier’s (or its subcontractor’s) premises to:


a)         inspect manufacturing facilities and equipment used in manufacture of the Goods;


b)         inspect and take samples of raw materials, packaging and Goods; and


c)         inspect stock levels of raw materials, packaging and Goods.


4.2.            Inspections carried out pursuant to clause 4.1 shall be carried out during business hours on reasonable notice to Supplier.


4.3.            If, following an inspection, Company considers that Goods do not or are not likely to comply with clause 3.2, Company shall inform Supplier and Supplier shall immediately take such action as is necessary to ensure that the Goods comply with clause 3.2.  Company shall have the right to carry out further inspections and take further samples after Supplier has carried out remedial action.


4.4.            Supplier shall give reasonable notice of all tests in relation to Goods and provide Company with such written evidence of test results as Company may require.


4.5.            No inspection, test or audit carried out by or on behalf of Company (or failure to inspect, test or audit), nor any approval by or on behalf Company of Goods or any designs, drawings or other documents provided by or on behalf of Supplier, shall constitute acceptance of Goods or prevent Company from claiming that Goods do not comply with the Contract.


5.                Time and Place of Delivery


5.1.            Supplier shall deliver the Goods to the Delivery Location by the Delivery Date between 8.15 am and 4.15 pm.  Time shall be of the essence.  Supplier shall not deliver the Goods more than 3 Business Days in advance of the Delivery Date without the prior written consent of Company.  Goods may not be left on site without an authorised Company representative signing for the Goods.


5.2.            Supplier may not deliver in instalments except with the prior written consent of Company.  Where Goods are to be delivered by instalments, they may be invoiced and paid for separately. 


5.3.            Supplier shall provide programmes for manufacture and delivery as Company may require and shall promptly advise Company in writing if such programmes are unlikely to be met.


5.4.            If any Goods (including any agreed instalment) are not delivered on the Delivery Date, then (without limiting any other right Company may have), Company may:


a)         refuse to take any subsequent attempted delivery of Goods (including Goods agreed to be delivered in subsequent instalments);


b)         terminate the Contract with immediate effect;


c)         obtain substitute goods from another supplier and recover from Supplier any costs and expenses reasonably incurred by Company in so doing; and


d)         claim damages for any other costs, expenses or losses resulting from Supplier’s failure to deliver on the Delivery Date,


PROVIDED THAT Supplier shall not be liable for failure or delay in delivering the Goods to the extent caused by Company’s failure to comply with its obligations under the Contract.


6.                Acceptance and Rejection of Goods


6.1.            Company shall not be deemed to have accepted any Goods until it has had a reasonable time to inspect the Goods following Delivery or, in the case of a latent defect in the Goods, until a reasonable time after the latent defect has become apparent.


6.2.            If any Goods do not comply with clause 3.2 or are otherwise not in conformity with the terms of the Contract then, without limiting any other right that Company may have, Company may reject those Goods and/or refuse to accept delivery of agreed subsequent instalments and:


a)         require Supplier to repair or replace the rejected Goods at Supplier’s risk and expense within 5 Business Days of being requested to do so or such later date as may be agreed to by Company; or


b)         require Supplier to repay the price of the rejected Goods in full (whether or not Company has previously required Supplier to repair or replace the rejected Goods); and


c)         claim damages for any other costs, expenses or losses resulting from Supplier’s delivery of Goods that do not comply with the Contract.


6.3.            Company’s rights under clause 6.2 are in addition to the rights available to it in respect of the statutory conditions relating to description, quality, fitness for purpose and correspondence with sample implied into the Contract by the Sale of Goods Act 1979.


6.4.            The terms of the Contract shall apply to any repaired or replacement Goods supplied by Supplier.


6.5.            If Supplier fails promptly to repair or replace rejected Goods in accordance with clause 6.2(a), Company may, without affecting its rights under clause 6.2(c), obtain substitute products from a third party and Supplier shall reimburse Company for the costs it incurs in so doing.


6.6.            Company shall, at Supplier’s expense, be entitled to return to Supplier or to dispose of any Goods supplied in excess of the quantity specified in the Contract.


7.                Risk and Title


The risk in the Goods shall pass to Company on Delivery.  Title to Goods shall pass to Company on the earlier of payment for the Goods and Delivery.


8.                Price and Payment


8.1.            The Price for the Goods is fixed and is exclusive of VAT, packaging costs, insurance and carriage of the Goods, which shall be paid by Company. The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on a supply of Goods.


8.2.            Supplier shall be entitled to invoice Company for the Goods on or after Delivery.  Company shall pay each invoice in full by the end of the month following the month in which the invoice was received.  Payment shall be made to the bank account specified in the invoice.


8.3.            If a party fails to make any payment under the Contract by the due date, then the defaulting party shall pay interest on demand on the overdue amount at the rate of 3 percent per annum above HSBC Bank plc’s UK base rate from time to time.  Interest shall accrue on a daily basis from the due date until the actual date of payment.  This clause shall not apply to payments that Company disputes in good faith.


8.4.            If Company disputes any invoice or other statement of money due, Company shall promptly notify Supplier in writing.  The parties shall negotiate in good faith to attempt to resolve the dispute promptly.  Supplier shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment.   If the parties have not resolved the dispute within thirty days of Company giving notice to Supplier, the dispute shall be resolved in accordance with clause 19.


8.5.            Company may, without limiting any other rights it may have, set off any amounts owed to it by Supplier under the Contract or any other contract against any amounts payable by it to Supplier under the Contract.  Supplier is not entitled to make any set-off, deduction or withholding against or from any payment it is required to make to Company.


8.6.            Company shall not lose any discount for prompt payment as a result of exercising its rights under clause 8.4 or disputing a payment in good faith.


9.                Insurance


9.1.            Supplier shall maintain public liability insurance and product liability insurance until the date which is one year after final Delivery.  If Supplier has any responsibility for design, Supplier shall also maintain professional indemnity insurance until the date which is twelve years from final Delivery.


9.2.            Supplier shall ensure that all insurance policies are taken out with reputable insurance companies and that the level of cover and other terms of insurance are acceptable to and agreed by Customer.


9.3.            Supplier shall, on request by Company, provide certificates of insurance demonstrating compliance with its insurance obligations.  Supplier shall do nothing to invalidate its insurance policies and shall notify Company if any policy is or is likely to be cancelled or subject to material change.


9.4.            Supplier shall ensure that any subcontractors maintain adequate insurance having regard to their obligations.  Nothing in this clause shall limit Supplier’s liability.


10.             Indemnity


10.1.          Supplier shall indemnify Company against all liabilities, costs, expenses, damages and losses suffered or incurred by Company arising out of or in connection with any claim made against Company by any person:


a)     for actual or alleged infringement of Intellectual Property Rights arising out of or in connection with the supply or use of the Goods;


b)     arising out of or in connection with supply of Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by Supplier, its employees, agents or subcontractors; and


c)     for death, personal injury or damage to property arising out of or in connection with defective Goods, to the extent the defect is attributable to acts or omissions of Supplier, its employees, agents or subcontractors.


Supplier shall provide all facilities and assistance requested by Company or its insurers for the purpose of handling any claim referred to in this clause 10.


11.             Assignment and Subcontracting


11.1.          Supplier may not, without Company’s prior written consent, assign or transfer any of its rights or obligations under the Contract.  Company may at any time assign its rights under the Contract.


11.2.          Supplier may not, without Company’s prior written consent subcontract any of its obligations under the Contract.  Company may impose any requirements it thinks fit as a condition to its consent, including requirements as to the form of subcontract, delivery of collateral warranties and other security for the subcontractor’s obligations.  Subcontracting shall not relieve Supplier of any of its obligations under the Contract.


12.             Confidentiality and Intellectual Property


12.1.          Neither party shall disclose to any person any confidential information disclosed to it by the other party concerning the business or affairs of the other party or, any member of  its Group, including information relating to a party’s  operations, process, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers (“Confidential Information”), except as permitted by clause 12.2.


12.2.          Each party may disclose the other party’s Confidential Information to its employees, officers, agents, consultants or subcontractors (“Representatives”) who need to know such information for the purposes of carrying the party’s obligations under the Contract, provided that the disclosing takes all reasonable steps to ensure its Representatives comply with the confidentiality obligations in this clause 12 as though they were party to the Contract.  The disclosing party shall be responsible for its Representatives’ compliance with the confidentiality obligations in this clause 12.


12.3.          If Supplier is required by law, court order or the mandatory requirement of any governmental or regulatory authority to disclose Confidential Information, it shall notify Company as soon as it becomes aware that such disclosure is, or is likely to be, required and shall cooperate with Company in taking action to challenge the requirement and avoid the need for disclosure.


12.4.          Company reserves all rights in its Confidential Information.  No rights or obligations in respect of such information other than those expressly stated in the Contract are granted to Supplier.  In particular, no licence is granted directly or indirectly under any patent, invention, discovery, copyright or other Intellectual Property Right held, made, obtained or licensable by Company at any time.


12.5.          All rights to use designs, drawings and other documents prepared in connection with the Contract shall vest solely in Company.  Supplier shall only use such designs, drawings and documents for the purpose of the Contract.


13.             Termination


13.1.          The Contract remains in effect unless terminated in accordance with this clause 13.


13.2.          Customer may terminate the Contract in whole or in part at any time before delivery with immediate effect by giving Supplier written notice, whereupon Supplier shall discontinue all work on the Contract. Customer shall pay Supplier fair and reasonable compensation for work-in-progress at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.


13.3.          Company may at any time terminate the Contract with immediate effect by giving Supplier notice in writing.


13.4.          Customer may terminate the Contract with immediate effect by giving notice in writing to Supplier:


a)          if an Insolvency Event occurs in relation to Supplier;


b)         if Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on, all or substantially the whole of its business;


c)          if Supplier commits a material breach of its obligations under the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;


d)         pursuant to clause 16 (Force Majeure).


13.5.          Termination of the Contract shall not affect any of the parties’ rights which have accrued at termination.


14.             Obligations on Termination


14.1.          On termination of the Contract:


a)     Each party shall return to the other all equipment, materials and property belonging to the other party that the other party had supplied to it in connection with the supply of Goods under the Contract;


b)     Supplier shall return to Company all documents and materials (and any copies) containing Confidential Information; and


c)     Supplier shall erase Confidential Information from its computer systems.


14.2.          Each party shall, on request, confirm in writing that it has complied with the requirements of this clause 14.


15.             Effect of Termination


15.1.          On termination of the Contract, the following clauses shall continue in full force and effect:


a)         clause 9 (Insurance);


b)         clause 10 (Indemnity);


c)         clause 12 (Confidentiality);


d)         clause 8.3 (late payment?);


e)         clause 14 (Obligations on termination)


f)          clause 19 (Dispute resolution; and


g)         clause 25 (Governing law and jurisdiction); and


16.             Force Majeure


16.1.          Neither party shall have any liability or responsibility for failure to perform any obligations under the Contract to the extent it is unable to perform as a consequence of a Force Majeure Event.


16.2.          A party affected by a Force Majeure Event shall, as soon as reasonably practicable (a) notify the other party of the nature and extent of the Force Majeure Event and (b) use all reasonable endeavours to remove any such causes and resume performance under the Contract as soon as feasible.


16.3.          If a Force Majeure Event prevents the performance by a party of its obligations for a continuous period of three months, either party can terminate the Contract with immediate effect by notice in writing.


16.4.          “Force Majeure Event” means an event, other than any industrial action, beyond the control of a party, which could not reasonably have been foreseen by such party at the date on which the Contract comes into effect and includes acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) and armed hostilities or other national or international calamity or one or more acts of terrorism.


17.             Bribery Act


17.1.          Supplier shall:


a)     comply with Company’s Anti-Bribery Policy (a copy of which is available on Company’s website), as may be updated from time to time;


b)     keep at its normal place of business detailed, accurate and up to date records of the steps taken by Supplier to comply with Company’s Anti-Bribery Policy.  Supplier shall ensure that such records are sufficient to enable Company to verify Supplier’s compliance with its obligations under this clause;


c)     permit Company and its representatives, on reasonable notice during normal business hours, but without notice in case of any reasonably suspected breach of this clause 17.1, to access and take copies of Supplier’s records and any other information held at Supplier’s premises and to meet with Supplier’s personnel to audit Supplier’s compliance with its obligations under this clause.  Supplier shall give all necessary assistance to the conduct of such audits during the term of the Contract.


17.2.          Supplier shall ensure that any person associated with Supplier who is performing services or providing Goods in connection with the Contract does so only on the basis of written obligations equivalent to those imposed on Supplier in this clause.  Supplier shall be responsible for performance of such obligations and compliance with Company’s Anti-Bribery Policy.


18.             Severance


18.1.          If any provision of the Contract is found by a court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. 


18.2.          If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.


19.             Dispute Resolution Procedure


19.1.          If a dispute arises out of or in connection with the Contract or its performance, validity or enforceability (“Dispute”) then, except as expressly provided in the Contract, the parties shall follow the dispute resolution procedure in this clause 19.


19.2.          Either party may give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documentation.  On service of the Dispute Notice, Supplier and Company shall attempt in good faith to resolve it.


19.3.          If they are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure.  Unless otherwise agreed, the mediator shall be nominated by CEDR Solve.  To initiate the mediation, a party must serve notice in wiring (“ADR notice”) to the other party requesting mediation.  A copy of the ADR notice should be sent to CEDR Solve.  The mediation will start not later than 30 days after the date of the ADR notice, unless otherwise agreed.  Unless otherwise agreed by the parties, the place of mediation shall be nominated by the mediator.


19.4.          The commencement of mediation shall not prevent the parties commencing or continuing court proceedings.


20.             Further assurance


20.1.          Each party shall at its own expense promptly execute and deliver all such documents and do all such things or procure the execution and delivery of all documents and doing of all such things as are required to give full effect to the Contract.


21.             Amendment and Waiver


21.1.          Any amendment to the Contract shall be in writing and signed by or on behalf of the parties.


21.2.          Any waiver of any right under the Contract is only effective if it is in writing and applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.


21.3.          No failure to exercise or delay in exercising any right provided under the Contract or by law constitutes a waiver of such right, nor shall it prevent or restrict any future exercise or enforcement of such right or remedy.


22.             Notices


22.1.          A notice served under the Contract shall be:


a)     in writing in English;


b)     signed by or on behalf of the party giving it;


c)     sent for the attention of the person, and to the address or fax number given in this clause 22 or such other address, fax number or person as the relevant party may notify to the other party from time to time in accordance with this clause 22.1; and


d)     delivered personally, sent by fax, sent by commercial courier or sent by recorded delivery or  (if the notice is to be served by post outside the country from which it is sent) airmail requiring signature on delivery.


22.2.          The addresses for service of notice are as stated in the Purchase Order.


22.3.          A notice or other communication given in connection with the Contract is deemed to have been received:


a)     if delivered personally, at the time of delivery;


b)     in the case of fax, at the time of transmission and answerback received;


c)     if sent by commercial courier, at the time of signature of the courier’s delivery receipt;


d)     in the case of airmail, at the time of signature on delivery.


22.4.          If deemed receipt is not within business hours (8.15 am to 4.15 pm on a Business Day, the notice shall be deemed to have been received at the opening of business on the next Business Day in the place of receipt.


23.             Entire Agreement


23.1.          The Contract constitutes the whole agreement and understanding of the parties and supersedes any previous arrangement, understanding or agreement relating to its subject matter.


23.2.          Each party acknowledges that, in entering into the Contract, it has not relied on any statement, representation, assurance or warranty other than those expressly set out in the Contract.


23.3.          Each party agrees that all liability for and remedies in respect of any representations are excluded except as expressly provided in the Contract.


23.4.          Nothing in the Contract shall limit or exclude liability for fraud or any other liability that, by law, cannot be excluded.


24.             Rights of Third Parties


No provision of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to the Contract.


25.             Governing Law and Jurisdiction


The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law.  The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation.