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Terms and Conditions of Purchase (Conditions)
1 Interpretation
1.1 The following definitions apply in these Conditions:
Business Day: a day other than a Saturday, Sunday or public holiday in England.
Contract: the contract between Supplier and DDC for the supply of Products and/or Services, consisting of the Order, these Conditions any applicable Specification and any other document incorporated by express reference.
Core Hours: between 08:00am and 4:15pm Monday to Thursday, 8:00am and 12:30pm Friday on Business Days.
DDC: DDC Dolphin Limited, incorporated in England and Wales under number 2643023.
DDC Materials: materials, equipment, tools, tooling, drawings, specifications and data, including any modifications implemented by DDC to any such items, supplied by DDC to Supplier.
Deliverables: all documents, products, materials, software, and other outputs of the provision of the Services, including any deliverables specified in an Order.
Delivery / Delivered: means actual delivery of the Products and/or Services to DDC in accordance with the Order or otherwise agreed in writing between the parties.
Delivery Date: the date specified in the Order for Delivery or otherwise agreed in writing between the parties.
Delivery Point: DDC's address or such other address as specified in the Order.
Effective Date: has the meaning given in clause 2.2.
Force Majeure Event: a circumstance beyond a party’s reasonable control.
Intellectual Property Rights: all patents, rights to inventions, 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 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.
Law: all applicable laws, statutes, regulations and industry codes and standards from time to time in force.
Order: DDC’s order for the Products and/or Services, as set out in DDC’s purchase order form, DDC’s written request for the supply of Products and/or Services or in DDC’s written acceptance of Supplier’s quotation.
Order Number: the reference number to be applied to an Order by DDC.
Price: has the meaning set out in clause 8.1.
Services: the services described in the Order and/or the Specification and other tasks reasonably required for their proper performance, together with the Deliverables (where the context permits).
Specification: the specification and standards for a Product and/or the Services, including any related plans and drawings, agreed in writing between the parties.
Supplier: the person from whom DDC purchases the Products and/or Services under the Contract.
VAT: value added tax or any equivalent tax
1.2 In the Contract, unless the context otherwise requires: (1) references to any law refer to it as amended, re-enacted, or extended from time to time; (2) references to a person include a natural person, corporate or unincorporated body (whether or not having separate legal personality); (3) the singular includes the plural and vice versa; (4) words following including, include or any similar term shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms; (5) references to "writing" or "written" includes email.
1.3 If there is a conflict within the Contract, the order of precedence shall be as follows: (1) the relevant Order; (2) these Conditions; and (3) any other documents incorporated by reference.
2 Orders
2.1 DDC may submit the Order at any time. The Order shall be in writing and deemed to be a separate offer by DDC to purchase the Products and/or Services on the terms of the Contract.
2.2.1 the date which is three days after Supplier’s receipt of the Order, provided that Supplier has not raised any objection to the Order in that time; or
2.2.2 Supplier issuing a written acceptance of the Order; or
2.2.3 Supplier doing any act consistent with fulfilling the Order,
at which point the Contract shall come into existence (Effective Date).
2.4 Supplier shall supply the Products and Services in accordance with the Order by the Delivery Date specified in that Order, or, if none is specified, within a reasonable time of DDC submitting the Order.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3 Supply Of Products
3.2 Supplier shall ensure that the Products shall:
3.2.1 be of satisfactory quality and fit for any purpose held out by Supplier or made known to Supplier by DDC;
3.2.2 be free from defects in design, material and workmanship and remain so for 12 months after the Delivery Date (or such other period agreed between the parties in writing or as stated in the Order accepted by Supplier); and
3.2.3 correspond with their description and any applicable Specification or sample.
3.3 In the case of any Product parts or components or Deliverables that Supplier does not manufacture, Supplier shall transfer to DDC any warranty or guarantee which Supplier receives from its supplier of such parts, components or Deliverables.
3.4 Supplier shall obtain and maintain in force, for the duration of the Contract all the licences, permissions, authorisations, consents and permits needed to carry out its obligations in accordance with the Contract.
3.5 Supplier shall not unreasonably refuse any request by DDC to inspect and test the Products during manufacture, processing or storage at the premises of Supplier or any third party prior to despatch, and Supplier shall provide DDC with all facilities reasonably required for inspection and testing.
3.6 If, as a result of inspection or testing DDC, is not satisfied that the Products will comply in all respects with the Contract, and DDC so informs Supplier within 14 days of inspection or testing, Supplier shall immediately take such steps as are necessary to ensure compliance.
4 Delivery of Products
4.1 Supplier shall ensure that:
4.1.1 the Products are packed (using sustainable packing materials wherever reasonably possible) and secured in such manner as to enable them to reach their Delivery Point in good condition;
4.1.2 the Products are marked in accordance with Law and DDC’s reasonable instructions; and
4.1.3 each delivery of the Products is accompanied by:
(a) a delivery note which shows the Order Number, the type and quantity of the Products and any special storage instructions (if applicable);
(b) the necessary shipping documents (including any export licenses, certificates of origin, permits); and
4.1.4 a certificate of compliance or test certificate if stated on the Order.
4.2 Supplier shall deliver the quantity of the Products specified in the Order during Core Hours on the Delivery Date, at the Delivery Point. Supplier shall promptly inform DDC in writing of becoming aware of any circumstances likely to cause delay in Delivery.
4.3 Delivery of an Order shall be complete on the completion of unloading of the Order at the Delivery Point, provided that where the Delivery Point is Supplier’s premises (i.e. DDC or its nominee is making a collection) the Delivery shall be complete on completion of loading of the Order onto the collection vehicle.
4.4 Supplier shall not deliver Orders in instalments without DDC’s prior written consent. Where DDC consents, each such instalment shall be invoiced separately.
4.5 The time for Delivery is critical to the Contract and if an Order is not delivered on the specified Delivery Date, then DDC may:
4.5.1 refuse to take any subsequent attempted Delivery of the Order;
4.5.2 terminate the Contract with immediate effect;
4.5.3 obtain substitute products from another supplier and recover from Supplier any additional costs and expenses reasonably incurred by DDC in obtaining such substitute products; and
4.5.4 claim damages for any other costs, expenses or losses resulting from Supplier's failure to deliver the Order on the Delivery Date, provided that Supplier shall have no liability for any failure or delay in delivering an Order to the extent that such failure or delay is caused by DDC's failure to comply with its obligations under the Contract.
4.7 Ownership of, and risk in, the Products shall pass to DDC on completion of Delivery.
5 Supply of Services
5.1 Supplier shall from the date, and for the period, set out in the Order provide the Services to DDC in accordance with the Contract. Supplier shall meet any Delivery Date for the Services specified in the Order or notified to Supplier by DDC.
5.2 In providing the Services, Supplier shall:
5.2.1 co-operate with DDC in all matters relating to the Services, and comply with all reasonable instructions of DDC;
5.2.2 perform the Services with reasonable care, skill and diligence in accordance with best practice in Supplier's industry, profession or trade;
5.2.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that Supplier's obligations are fulfilled;
5.2.4 ensure that the Services and Deliverables conform with all descriptions and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to Supplier by DDC;
5.2.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services;
5.2.6 use good quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to DDC, will be free from defects in workmanship, installation and design;
5.2.7 obtain and at all times maintain all necessary licences and consents, and comply with Law;
5.2.8 observe all health and safety rules and regulations and any other security requirements that apply at any of DDC’s or any third party premises at which the Services are performed;
5.2.10 not do or omit to do anything which may cause DDC to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and Supplier acknowledges that DDC may rely or act on the Services.
6 Remedies
6.1.1 inform DDC of any actual, or likely, failure to supply the Products or Services or otherwise comply with Contract; and
6.1.2 at DDC’s request, rectify any such actual failure or take steps to avoid any such likely failure.
6.2 DDC shall not be deemed to have accepted any Products and/or Services until it has had a reasonable time to inspect them following Delivery, or, in the case of a latent defect in the Products and/or Services, until a reasonable time after the latent defect has become apparent.
6.3 If Supplier supplies any Products and/or Services that do not comply with the Contract, then DDC may:
6.3.1 reject: (1) the Products (in whole or in part) whether or not ownership has passed and to return them to Supplier at Supplier's own risk and expense; and/or (2) the Services (in whole or part);
6.3.2 immediately terminate the Contract by giving written notice to Supplier;
6.3.3 require Supplier to repair or replace the rejected Products, or to provide a full refund of the price of the rejected Products (if paid), within five Business Days of being requested to do so;
6.3.4 require Supplier to reperform the rejected Services, or to provide a full refund of the price of the defective Services (if paid);
6.3.5 refuse to accept any subsequent supply of the Products and/or Services which Supplier attempts to make;
6.3.6 recover from Supplier any expenditure incurred by DDC in obtaining substitute products and/or services from a third party; and/or
6.3.7 claim damages for any other costs, expenses or losses resulting from Supplier's failure to supply the Products and/or Services in accordance with the Contract.
6.4 The terms of these Conditions shall apply to any repaired or replacement Products and/or substituted or remedial Services supplied by Supplier.
7 Intellectual Property Rights
7.1 Supplier acknowledges that all DDC Materials, and all Intellectual Property Rights in DDC Materials, are and shall remain the exclusive property of DDC.
7.2 Subject to clause 7.1, all other Intellectual Property Rights arising out of or in connection with the Services shall be owned by Supplier.
7.3 Supplier grants to DDC, or shall procure the direct grant to DDC of, a fully paid-up, worldwide, non-exclusive, royalty-free, transferable, perpetual and irrevocable licence to copy and modify the Deliverables (excluding DDC Materials) for the purpose of receiving and using the Services and the Deliverables.
7.4 DDC grants Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and use any DDC Materials, for the term of the Contract, for the purpose of providing the Products and Services to DDC.
8 Price & Payment
8.1 The price of the Products or Services shall be the price in the Order, or if no price is quoted or otherwise agreed in writing between the parties, the price set out in Supplier's published price list as at the Effective Date (Price). The Price is fixed. The Price is exclusive of amounts in respect of VAT but is otherwise inclusive of the costs of packaging, insurance and carriage of the Products, and every cost and expense relating to the supply of the Services. Supplier shall provide valid tax invoices.
8.2 Supplier may invoice DDC for the Price of the Products or Services on or at any time after completion of Delivery of them. Each invoice shall include such supporting information required by DDC to verify the accuracy of the invoice, including the Order Number.
8.3 DDC shall pay invoices in full within 90 days of the end of the month in which the invoice is received. Payment shall be made to the bank account nominated by Supplier.
8.4 All invoices sent under the Contract shall be: (i) in a format agreed between the parties (such agreement not to be unreasonably withheld or delayed); (ii) addressed to DDC's address as set out in the Order; and (iii) emailed to DDC at .
8.5 Each party may, without limiting any other rights or remedies it may have, set off any amounts owed to it by the other party against any amounts payable by it to the other party under the Contract.
8.6 A party may charge interest on undisputed late payments at two percent a year above the base rate of the Bank of England from the date due until the date paid.
9.1 The parties shall comply with Law in relation to the Contract (including the performance of their obligations under the Contract and, in the case of Supplier, the supply of the Products and Services). Neither party shall do anything that they know, or ought to know, would cause the other party to breach the Law.
9.2 Each party shall: (1) provide any reasonable information or assistance requested by the other party that is necessary to enable the other party to comply with Law; and (2) maintain and follow adequate policies to ensure compliance with Law on bribery, corruption, fraud, modern slavery, and human trafficking.
9.3 Supplier shall, upon written request and at least 48 hours in advance (other than in the case of an emergency), provide DDC and its agents access to records, premises, personnel and any other information or property related to the Contract.
10.1.1 any claim made against DDC for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the supply or use of the Products and/or Services;
10.1.2 any claim made against DDC by a third party arising out of, or in connection with, the supply of the Products and/or Services, 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
10.1.3 any claim made against DDC by a third party for death, personal injury or damage to property arising out of, or in connection with, defective Products and/or Services, to the extent that the defect in the Products and/or Services is attributable to the acts or omissions of Supplier, its employees, agents or subcontractors.
10.2 Nothing in these Conditions shall limit DDC's general obligation at law to mitigate a loss it may suffer or incur as a result of a matter that may give rise to a claim under the indemnity in clause 10.1.
11 Insurance
11.1 During the term of the Contract and for at least the following six years, Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance (where it is providing professional advisory Services), product liability insurance, and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall promptly provide evidence of such insurances at DDC’s request. The parties may agree on minimum levels of insurance in the Order.
12.1 In this clause 12, Confidential Information means any information of a confidential nature concerning the business, affairs, customers, or suppliers of the other party or its group companies, including information relating to a party’s or its group companies’ operations, processes, plans, product information, know-how, designs, trade secrets, software and market opportunities.
12.3 The Receiving Party may only disclose the other party's Confidential Information:
12.4 The Receiving Party shall ensure that its employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to this clause 12.
12.5 The obligation of confidentiality in clause 12.2 shall not apply to information that is:
12.5.1 generally available to the public not by breach of the Contract,
12.5.2 known by the Receiving Party or its Representatives before disclosure under the Contract,
12.5.3 obtained by the receiving party or its Representatives from a third-party source, but not through breach of confidentiality, or
12.5.4 independently developed by the Receiving Party.
12.6 The Receiving Party shall promptly destroy or erase the other party’s Confidential Information it holds upon the other party’s request, except it may retain copies securely stored in computer backup systems or to meet legal or regulatory obligations, subject always to the terms of this clause 12.
12.7 All Confidential Information supplied by the Disclosing Party under or in accordance with the Contract shall, at all times, be and remain as between the Disclosing Party and the Receiving Party the exclusive property of the Disclosing Party and shall be held by the Receiving Party in safe custody at its own risk and maintained and kept in good condition until returned to the Disclosing Party, and shall not be disposed of or used other than in accordance with the Disclosing Party's written instructions or authorisation.
13 Termination
13.2 A party may terminate the Contact by giving written notice to the other party if:
13.2.1 the other party commits a material or persistent breach of the Contract that is either not remediable or remedied within 14 days of that party being notified in writing of the breach; or
13.2.2 the other party is insolvent, enters into bankruptcy, takes steps relating to its entering administration, liquidation or an arrangement with its creditors (except for solvent restructuring), obtains a moratorium, is being wound up (voluntarily or involuntarily, except for solvent restructuring), suspends or ceases to carry on business, or is involved in a similar procedure in any jurisdiction.
13.3 Termination of the Contract shall not affect the accrued rights, remedies and liabilities of the parties. Any provision of the Contract intended, expressly or impliedly, to survive termination of the Contract shall remain in effect.
14 Force Majeure
Neither party shall be liable for any failure or delay in the performance of its obligations caused by a Force Majeure Event, provided it promptly notifies the other party of the Force Majeure Event, took reasonable precautions to prevent or minimise the same, and uses all reasonable endeavours to mitigate the effect of the same.
15 Notices
15.1 Notices under the Contract must be in writing and sent to a party’s registered office or principal place of business or, if sent by email, to the email address of the other party’s main point of contact or contract manager in relation to the Order. A copy of the notice to DDC must be sent by email to purchasing@ddcdolphin.com. Notices shall be deemed received:
15.1.1 if sent by reputable overnight courier service, at 9.00 am on the next Business Day at the location of the recipient; or
15.1.2 if sent by email between 9.00 am and 5.00 pm on a Business Day, on the date sent, or if outside of such period, then at 9.00 am on the next Business Day.
16 Assignment
Supplier shall not assign the Contract or any part of it without the prior written consent of DDC. DDC may assign the benefit of the Contract or any part of it to a third party on notice to Supplier.
17 General
17.1 Rights and remedies provided under the Contract are cumulative, and not exclusive of, any other rights and remedies provided by Law or otherwise.
17.2 If any provision part-provision of the Contract is or becomes invalid, illegal or unenforceable, that shall not affect the rest of the Contract.
17.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
17.6 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 submit to the exclusive jurisdiction of the English courts, except DDC may take proceedings against Supplier in the country in which Supplier is registered.
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