Standard Terms and Conditions

1. General
In these terms and conditions Buyer SWARCO Smart Charging Ltd is the “Buyer” and the Seller is the person, firm, company or other organisation or body to whom the Buyer has issued a purchase order (“Order”) is the “Seller”. 
The Order constitutes an offer by the Buyer to purchase goods or services or goods and services as set out in the Order from the Seller in accordance with these terms and conditions.
The Order shall be deemed to be accepted on the earlier of;

The Seller issuing an acceptance of the Order; or

Any act by the Seller consistent with fulfilling an Order.

at which point and on which date the contract shall come into existence and these terms and conditions shall apply.

These terms and conditions supersede any prior agreement, understanding or arrangement between the Buyer and Seller and shall prevail over any terms and conditions referred to or supplied by the Seller with reference to the goods or services to which the Order or contract relates. 

The Seller waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Seller that is inconsistent with these terms and conditions.

Without prejudice to the generality of the foregoing, the Buyer will not be bound by any standard or printed terms furnished by the Seller in any documents unless such terms are formally accepted by the Buyer in writing and signed by an authorised representative of the Buyer.

2. Variation or Waiver
Neither the Buyer nor the Seller shall be bound by any waiver of, variation or addition to these terms and conditions the Order and/or contract except as agreed by both parties in writing and signed by an authorised representative of each party.

3. Specification, description and sample
The goods supplied by the Seller will be in conformity with the specification(s), drawings, sample(s) or other description of the goods contained or referred to in the relevant Order and/or contract. 
The Buyer or its representative shall be afforded the right to verify at source or on receipt that the goods conform to the specification.
The Seller shall remain fully responsible for the goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Seller’s obligations.
If following such inspection or testing the Buyer considers that the goods do not comply or are unlikely to comply with the Sellers undertakings the Buyer shall inform the Seller, and the Seller shall immediately take such remedial action as is necessary to ensure compliance.

4. Quality, fitness for purpose, etc. of goods and provision of services
The goods will be of satisfactory quality, free from defects in material, design or workmanship, and shall comply with all legal requirements. 
The goods shall be fit for their intended purpose and any purpose held out by the Seller or made known to the Seller by the Buyer expressly or by implication and in this respect the Buyer is relying on the Seller’s knowledge, skill, judgement and experience. 
The Seller shall provide the services with all due care, skill and diligence, in compliance with all laws and any reasonable instructions of the Buyer and otherwise in accordance with the Order or contract.

5. Supply of Services
a. The Seller shall from the date set out in the Order and for the duration of the Order and/or contract supply the services to the Buyer in accordance with these terms and conditions.

b. The Seller shall meet any performance dates for the services specified in the Order or that the Buyer notifies to the Seller and time is of the essence in relation to any of those performance dates.

c. In providing the Services, the Seller shall:
i. co-operate with the Buyer in all matters relating to the Services, and comply with all instructions of the Buyer;
ii. perform the services with the best care, skill and diligence in accordance with best practice in the Seller’s industry, profession or trade;
iii. use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Seller’s obligations are fulfilled in accordance with the order and/or contract;
iv. ensure that the services will conform with all descriptions, standards and specifications set out in any service specification, and that the deliverables shall be fit for any purpose that the Buyer expressly or impliedly makes known to the Seller;
v. provide all equipment, tools and vehicles and such other items as are required to provide the services;
vi. use the best 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 the Buyer, will be free from defects in workmanship, installation and design;
vii. obtain and at all times maintain all licences and consents which may be required for the provision of the services;
viii. observe all health and safety rules and regulations and any other security requirements that apply at any of the Buyer’s premises;
ix. hold all materials, equipment and tools, drawings, specifications and data supplied by the Buyer to the Seller (“Buyer Materials”) in safe custody at its own risk, maintain the Buyer Materials in good condition until returned to the Buyer, and not dispose of or use the Buyer Materials other than in accordance with the Buyer’s written instructions or authorisation;
x. not do or omit to do anything which may cause the Buyer to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Seller acknowledges that the Buyer may rely or act on the services;
xi. comply with any additional obligations as set out in the service specification

6. Intellectual property rights
The Seller grants to the Buyer or shall procure the direct grant to the Buyer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the deliverables (excluding Buyer Materials) for the purpose of receiving and using the services and the deliverables.
The Seller acknowledges that all rights in the Buyer Materials are and shall remain the exclusive property of the Buyer.
The Seller shall indemnify the Buyer from and against all costs, claims, proceedings or demands in respect of any infringement of any third party’s intellectual property rights including, but not limited to, any patents, designs or trademarks (whether or not registered), copyright or other rights arising out of the sale or use of any goods supplied by the Seller, provided that the Seller shall not be obliged to indemnify the Buyer against such infringement where the goods are supplied to the Buyer’s design or specification.

7. Price and payment
The price(s) shall be as stated in the Order and shall, unless otherwise agreed in writing by the Buyer, remain fixed for the period of the Order or contract.
The price(s) shall be inclusive of packaging, labelling, carriage, insurance, delivery (unless otherwise stated) and any royalties.
The charges for the Services shall be set out in the Order and shall be the full and exclusive remuneration of the Seller in respect of the performance of the services. Unless otherwise agreed in writing by the Buyer, the charges shall include every cost and expense of the Seller directly or indirectly incurred in connection with the performance of the Services.
In respect of the goods, the Seller shall invoice the Buyer on or at any time after completion of delivery.
In respect of services, the Seller shall invoice the Buyer on completion of the services.
Each invoice shall include such supporting information required by the Buyer to verify the accuracy of the invoice, including the relevant purchase order number should no purchase order number be provided no payment shall be due.
The Buyer shall pay for the goods and/or services 60 days from the end of the month in which receipt of goods and/or completion of the services, or from receipt of a valid invoice with any supporting documentation reasonably required by the Buyer, whichever is later.
All payments shall be made in Pounds sterling. Value Added Tax (VAT) shall be shown separately on all invoices as a net extra charge.

8. Time, delivery, risk and title
The time stipulated in any Order or contract for delivery of the goods and/or provision of the services shall be of the essence.
The goods will be transported and delivered at the Seller’s risk, to such destination as the Buyer may direct.
Risk in the goods will transfer to the Buyer upon actual receipt by the Buyer of the goods.
The property in the goods shall pass to the Buyer when the goods have been delivered to the Buyer or upon payment by the Buyer, whichever is earlier.

9. Licences
The Seller shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under these term and conditions in respect of the goods.

10. Purchase order number
The Buyer’s Order number shall be stated on any invoice for the goods or services and must also be clearly and indelibly marked on all shipments, packing slips and any other documents relating to the Order or contract.

11. Force Majeure
Neither party shall be liable to the other for any failure to fulfil its obligations under the Order or contract if such failure is due to circumstances beyond its reasonable control including (without limitation) acts of terrorism, war, governmental regulations, fire, flood, or any disaster or an industrial dispute.
The time for performance of such obligations shall be extended accordingly.
If the period of delay or non-performance continues for two months, the party not affected may terminate the Order by giving ten days’ written notice to the affected party.

12. Rejection of goods
If any goods, or packaging containing the same, do not comply with the Order or any term of the contract including, but not limited to, quantity, quality or description, or if any of the services are not provided by the Seller to the Buyer’s satisfaction, the Buyer may reject the goods or services or any part of them at any time after delivery or supply, irrespective of whether the Buyer has accepted them.
Any acceptance of goods or services by the Buyer shall be without prejudice to any rights that the Buyer may have against the Seller.
The Buyer shall be entitled to return any rejected goods carriage forward to the Seller at the Seller’s cost and risk.The Buyer may cancel any Order or part thereof in respect of any rejected goods or services and the Seller shall immediately refund to the Buyer any payment received for such rejected goods or services.
Alternatively, at the Buyer’s sole option and if requested by the Buyer, the Seller shall without delay and at the Seller’s cost replace the rejected goods with goods that fully conform with the Order contract and/or re-execute the services to the Buyer’s satisfaction.

13. Non-delivery or failure to supply
If the Seller fails to deliver the goods or to supply and/or complete the services or any part of them within the time specified in the Order or contract, the Buyer shall be entitled to terminate the Order and/or contract, and purchase other goods or services of the same or similar description from a third party, and to recover from the Seller any additional costs incurred by the Buyer in purchasing other goods or services that exceed the price that would have been payable to the Seller if the Seller had fulfilled the Order or contract, without prejudice to any other right or remedy of the Buyer for the Seller’s breach of contract.

14. Termination
Without affecting any other right or remedy available to it, the Buyer may terminate the Order and/or contract:

a. with immediate effect by giving written notice to the Seller if:
i. there is a change of control of the Seller; or
ii. the Seller commits a breach of these term and conditions.

b.for convenience by giving the Seller ten days written notice.

c. Without affecting any other right or remedy available to it, either party may terminate the order and/or contract with immediate effect by giving written notice to the other party if:
i. the other party commits a material breach of any term of the order and/or contract and (if such breach is remediable) fails to remedy that breach within a period of twenty days after being notified in writing to do so;
ii. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];
iii. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
iv. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Order and/or contract is in jeopardy.

15. Consequences of termination
On termination of the Order and/or contract, the Seller shall immediately deliver to the Buyer all deliverables whether or not then complete and return all Buyer Materials.
If the Seller fails to do so, then the Buyer may enter the Seller’s premises and take possession of them. Until they have been returned or delivered, the Seller shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Order and/or contract.
Termination of the Order and/or contract shall not affect the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Order and/or contract which existed at or before the date of termination.
Any provision of the Order and/or contract that expressly or by implication is intended to come into or continue in force on or after termination of the Order and/or contract shall remain in full force and effect.

16. Indemnity for Seller’s breach
The Seller shall indemnify the Buyer against all liabilities, claims, costs, expenses, loss or damages whether direct, indirect or consequential loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Buyer which the Buyer may suffer howsoever arising as a result of the Seller’s breach of any of its obligations.

This clause shall survive termination of the Order and/or Contract.

17. Insurance
During the term of the Order and/or contract and for a period of three years thereafter, the Seller shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Order and/or contract and shall, on the Buyer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

18. Assignment and subcontracting
The Seller shall not assign or transfer the whole or any part of an Order or contract or subcontract the production or supply of any goods or services to be supplied thereunder without the prior written consent of the Buyer.

19. No partnership or Agency
Nothing in the Order and/or Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

20. Confidentiality
Each party undertakes that it shall not at any time during the Order and /or contract and for a period of two years after termination of the order and/or contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted as follows;

Each party may disclose the other party’s confidential information:
a. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Order and/or contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause
b. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
c. Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Order and/or contract.

21. Law
In performing its obligations under the Order and these term and conditions, the Seller shall comply with all applicable laws, statutes, regulations and codes from time to time in force.
Unless stated otherwise in the Order or contract, English law shall apply to the Order or contract and the parties agree that the English courts shall have exclusive jurisdiction.