GENERAL CONDITIONS OF PURCHASE
- In these Conditions, unless the context requires otherwise:
‘Applicable Anti-Bribery Law’ means any bribery, fraud, kickback, or other similar anti-corruption law or regulation, including the Bribery Act 2010 (as amended from time to time);
‘Associated Persons’ means a person who (by reference to all the relevant circumstances) performs services for or on behalf of the haulier in any capacity and including employees, agents, subsidiaries, representatives and sub-contractors;
‘Buyer’ means Compass Minerals UK Limited (company number (2654529) and/or any other member of Compass Minerals UK Limited’s Group, along with the agents, employees and/or subcontractors of Compass Minerals UK Limited and/or any other member of Compass Minerals UK Limited’s Group (as applicable)
‘Conditions’ means these terms and conditions;
‘Confidential Information’ means all information which is disclosed by one party to the other whether before or after the date of the Contract which is designated in writing as confidential or would appear to a reasonable person to be confidential and which relates to a party’s (or any member of that party’s group’s) business including: (i) products, designs, drawings, specifications, operations, processes, plans or intentions, developments, trade secrets, know-how, design rights, market opportunities, personnel, suppliers and customers of the party disclosing it; (ii) all information derived from any of (i) above; and (iii) the existence or provisions of the Contract (including any Order) and the negotiations relating to it;
‘Contract’ means a contract for the purchase of Goods and Services made by or on behalf of the Buyer with the Supplier formed upon the Supplier’s acceptance of an Order in accordance with Condition 2 (which shall incorporate the terms of the Order and at all times be subject to these Conditions);
‘Goods’ means the goods as stated on the Order;
‘Group’ means in relation to any company, that company and every other company which is from time to time a subsidiary or holding company of that company or a subsidiary of any such holding company (and the terms ‘subsidiary’ and ‘holding company’ shall have the meanings given to them by section 1159 and Schedule 6 of the Companies Act 2006 but for the purposes of section 1159(1) a company shall be treated as a member of another company even if any shares in that company are registered in the name of (i) a person by way of security (where the company has provided the security) or (ii) a person as a nominee for the company);
‘Insolvency Event’ means:
‘Relevant Law’ means any law, statute, bye-law, regulation, order, regulatory policy, guidance or industry code, rule of court or directives or requirements of any regulatory body, delegated or subordinate legislation or notice of any regulatory body which relates to the provision and/or receipt of the Goods and/or Services;
‘Services’ means the services to be performed by the Supplier for the Buyer as identified in the Order;
‘Site Rules’ means the Buyer’s site rules applicable from time to time and available upon request; and
‘Supplier’ means the company, firm, body or person to whom an Order is addressed along with its agents, employees and subcontractors;
‘Work Product’ means products as defined in Condition 16.1.
- In these Conditions (unless the context otherwise requires):
- the words “including” and “include” and words of a similar effect shall not be deemed to limit the general effect of the words which precede them;
- words importing persons shall include firms, companies and bodies corporate and vice versa;
- words importing the singular shall include the plural and vice versa and words importing any one gender shall include either other gender and the neuter;
- construction of these Conditions shall ignore the headings and front sheet (which are for reference only); and
- any reference to any legislative provision shall be deemed to include any subsequent re-enactment or amending provision.
- In these Conditions, unless the context requires otherwise:
- The Order constitutes an offer by the Buyer to purchase the Goods upon these Conditions. The Order shall be accepted by the Supplier when it issues a written acknowledgement of its acceptance of the Order or when it commences delivery of any Goods or Services pursuant to the Order where this is earlier. The Order is only capable of acceptance pursuant to these Conditions. For the avoidance of doubt the Buyer shall have no liability pursuant to an Order unless it has been accepted by the Supplier in accordance with this Condition 2.1.
- The Buyer reserves the right:
- to cancel any Order submitted to the Supplier prior to its acceptance by the Seller in accordance with Condition 2.1; or
- where the Supplier has accepted the Order, to terminate the Contract with no liability to the Supplier provided such notice to terminate is issued by the Buyer within seven days of the Buyer issuing the Order to the Seller.
- Subject to an Order being accepted by the Seller in accordance with Conditions 2.1 to 2.2 (inclusive), the Supplier shall provide the Goods and/or Services specified in the Order in accordance with the Contract.
- The Supplier acknowledges that it is not the exclusive provider of goods and/or services to the Buyer and that the Buyer may at any time obtain from any third party or provide for itself goods and/or services of the same or a similar nature as the Goods and/or Services. Except as expressly set out in the Contract, no minimum fee or volume commitments have been made by the Buyer or shall be relied upon by the Supplier.
Neither the Buyer nor the Supplier shall be bound by any variation or addition to these Conditions except as agreed by both parties in writing and signed on their behalf by their duly authorised representatives.
- 4.1 The Supplier warrants that:
- the Goods and Services will conform to the specifications referred to in the Order as to quantity, quality and description and any other specifications, requirements or instructions made known to the Supplier;
- the Goods will be of satisfactory quality, fit for purpose, of good materials and workmanship and free from defects;
- the provision of the Goods and Services will comply with any Relevant Law in force at the time of delivery or performance, including UK safety standards and BSI British Standards;
- it will provide the Goods and Services in accordance with the terms of the Order, with reasonable care, skill and diligence, using properly experienced and qualified people;
- it shall provide each of the Goods and Services to the Buyer with all the skill, care and diligence as would be expected from a supplier of similar or identical goods and services providing such services to a high standard; and
- it shall pass onto the Buyer the benefit of any additional warranties secured from the Supplier’s suppliers and/or any of its subcontractors.
- For the avoidance of doubt, the fact that any of these Conditions or any term in an Order is expressed as a warranty shall not preclude the Buyer from having the right to terminate the Contract in accordance with the provisions governing a material breach by the Supplier.
- Without prejudice to Condition 12, the Supplier will repair, replace, reinstate and/or re-perform (as applicable) at the Buyer’s option, any defective Goods and/or Services free of charge.
- 4.1 The Supplier warrants that:
- INSPECTION AND TESTING
- The Buyer’s inspector or representative and any inspector or representative of the Buyer’s customer or of any government department concerned may, on the Buyer’s authority, inspect or test the Goods and/or Services at any reasonable time at the Supplier’s works or at the works of any subcontractor or assignee. For this purpose, the Supplier will provide or procure the provision to the Buyer or any nominee of the Buyer, reasonable facilities at and access to the Supplier’s works or any such other works.
- If specified by the Buyer, the Supplier will give adequate notice of works tests which the Buyer is entitled to attend and will provide the Buyer with such test certificates as the Buyer or its customer may reasonably require.
- Any inspection and/or testing by or on behalf of the Buyer shall not relieve the Supplier of any liability for nor constitute acceptance of the Goods or Services.
- The Buyer reserves the right at its option to either:
- the Supplier fails to comply strictly with the description, specification and drawings relating to Goods to be supplied and/or Services to be carried out and/or fails to comply with any British or other standard specification applicable to such Goods and/or Services;
- the Goods and/or Services fail to pass any inspection or test in accordance with these Conditions; and/or
- the Supplier otherwise fails to comply in all respects with any of its obligations under these Conditions.
- Should the Buyer reject the Goods after delivery the Supplier shall at its own expense collect the Goods. Up until the day of their collection the Goods shall be stored by the Buyer at the Supplier’s risk. Should the Goods not be collected by the Supplier within thirty days of the date upon which it has been notified by the Buyer of their rejection, the Buyer shall have the right to sell such Goods or rectify any defects in the Goods at the expense of the Supplier and shall be entitled to deduct from any sale proceeds the costs, losses and expenses which it has incurred or will be likely to incur as a result of the breach of these Conditions by the Supplier and any other monies owed by the Supplier to the Buyer before accounting to the Supplier for the balance of such sale proceeds.
- PERFORMANCE DELAY
- Unless otherwise agreed in writing, any time or period given for delivery, despatch, performance or completion of the Goods or Services shall be of the essence. The Supplier shall immediately notify the Buyer of any expected delay in delivery, despatch, performance or completion.
- The Buyer reserves the right to reject Goods or Services not delivered or performed on time and/or to cancel the whole or any part of the Order of which such Goods or Services form part and/or to return any Goods already delivered which by virtue of such rejection or cancellation are no longer of use. Such rights of rejection, cancellation and return shall be available to the Buyer irrespective of the cause of delay without prejudice to the Buyer’s right to damages and its other remedies against the Supplier for breach of these Conditions and without any liability of whatever nature on the Buyer.
- No concession with respect to delays in delivery, despatch, completion or performance shall be construed as a waiver of any of the Buyer’s rights and remedies unless such waiver is specifically agreed in writing and signed by a duly authorised representative of the Buyer.
- DELIVERY, PACKING, ETC
- The date of delivery of the Goods and/or Services shall be that specified in the Order unless otherwise agreed in writing between the Buyer and Supplier.
- All Goods must be delivered to the delivery point and within the time specified in the Order. If any Goods are incorrectly delivered the Supplier will be responsible for any additional expense in delivering such Goods to their correct destination and deliveries made in advance of the Buyer’s requirements may be returned to the Supplier at the Supplier’s expense or accepted at the Buyer’s option.
- No responsibility is accepted by the Buyer for Goods delivered or Services performed in excess of the required amounts stipulated in an Order.
- All Goods must be adequately protected against damage and deterioration in transit and shall be delivered carriage paid in accordance with the Buyer’s instructions (if given) and the packages of Goods must bear the description and the quantity of the contents and the Buyer’s Order number.
- The Supplier shall supply in writing all such instructions as are necessary to enable proper use of the Goods and shall provide in writing all necessary warnings as to storage, transport and use of the Goods on the exterior and the interior of any packaging.
- The Supplier shall comply with all Relevant Laws concerning the manufacture, packaging, labelling, storage and delivery of the Goods.
- If the Goods are to be delivered by instalments the Contract shall be treated as a single contract and not severable.
- PASSING OF TITLE TO THE GOODS
- Title to the Goods shall pass to the Buyer on the earlier of payment or delivery to the place specified in the Order or as otherwise agreed by the parties in writing, each without prejudice to any right of rejection or other right which may accrue or have accrued to the Buyer under these Conditions or otherwise.
- If the Supplier postpones delivery at the Buyer’s request, title to the Goods shall nevertheless pass to the Buyer on the date when, but for such postponement, the Goods would have been delivered.
- Goods shall be at the risk of the Supplier until actually delivered to the Buyer even where the delivery has been delayed or postponed by the Buyer or at the Buyer’s request.
- All Goods rejected or returned for any reason shall be at the risk of the Supplier from the time the Buyer notifies the Seller of its rejection of the Goods.
- Where the Buyer pays for any Goods in advance of delivery then such payments shall be regarded as part-payments and not deposits of the agreed purchase price and the title in such Goods shall pass to the Buyer from the date of each such payment in relation to part of the Goods up to the total value of that payment.
- PRICE AND PAYMENT
- The price of the Goods and/or Services shall be as stated in the Order and shall be exclusive of any value added tax (‘VAT’) (which subject to receipt of a VAT invoice shall be payable by the Buyer in accordance with VAT legislation in force as at the tax point date). Unless otherwise agreed between the parties in the Order, the price shall be inclusive of all costs of packaging, delivery and insurance and all duties imposts and levies other than value added tax.
- Unless the Order expressly stipulates any provision for price variation and the basis of such variation, the price or rate for the Goods and any Services is fixed and not subject to variation unless the Buyer expressly agrees in writing signed by a duly authorised representative of the Buyer.
- No later than 30 working days after receipt by the Buyer of any invoice if the Buyer disagrees with the sum claimed by the Supplier the Buyer shall give to the Supplier written notice specifying the amount of payment proposed (‘Varied Sum’) to be made in respect of such invoice (if any), the basis on which the Varied Sum is calculated and to what the Varied Sum relates and shall be entitled to call for:
- a credit note in relation to the repayment of any VAT on the difference between the invoiced sum and the Varied Sum; and
- a new VAT invoice in the amount of the Varied Sum, and subject to receipt thereof and the provisions of Condition 9.4, the Buyer shall pay the Varied Sum no later than the final date for payment specified in Condition 9.5.
- No later than five days before the final date for payment of an amount due pursuant to Condition 9.5, the Buyer may give a written notice to the Supplier which shall specify any amount proposed to be withheld and/or deducted from that due amount, the ground or grounds for such withholding and/or deduction and the amount of withholding and/or deduction attributable to each ground and, subject thereto, the Buyer shall be entitled to make such withholding and/or deduction whether by way of setoff or otherwise.
- Unless otherwise stated in the Order, & subject to the provision of Section 23 of these Conditions of Purchase, payments will be made:
- by the final working day of the month following the month during which the Goods and/or Services to which the invoice relates are received at the specified delivery point/time; or
- where staged payments have been agreed in an Order, by the final working day of the month following the month during which the relevant stage is achieved.
- The Buyer reserves the right to deduct from any monies due or becoming due to the Supplier any monies due from the Supplier to the Buyer on any account.
- The Buyer shall be liable to pay interest on any monies which are overdue for payment to the Supplier at a rate of 1% over the base rate for the time being of the Bank of England for the period from the due date up to and including the date of payment (whether before or after judgement). Should the Supplier fail to deliver Goods in accordance with the Contract and the Buyer withholds payment of the price, the Buyer in so doing shall not lose the benefit of any discount offered by the Supplier for early or prompt payment.
- If, save for any disputed invoices, the Buyer fails to pay any invoice when it falls due and continues in such failure for more than 28 days after receiving written notice, served after the invoice has fallen due, then the Supplier may exercise its right to suspend the Services until payment in full occurs.
- DISPUTE RESOLUTION
- If any suppliers think that a due invoice has not been paid we ask they initially raise this with our Purchase Ledger Clerks (Salt queries: firstname.lastname@example.org; Deepstore queries: email@example.com). If appropriate, please attach a copy of the invoice(s) to the email.
- The AP clerk will investigate the status of the invoice and should provide a response within 7 working days.
- If the invoice has been approved but missed the last payment run we ask that suppliers inform us if they wish the invoice to be paid immediately, in which case we aim to make the payment within 3 working days, or if they wish to wait for inclusion on the next payment run.
- If the invoice is currently awaiting approval with no disputes we undertake to complete the invoice processing within 3 working days and we then ask that suppliers inform us if they wish the invoice to be paid immediately, in which case we aim to make the payment within 3 further working days, or if they wish to wait for inclusion on the next payment run.
- Should the invoice be disputed a member of our Purchasing team will contact you within 3 working days to explain the nature of the dispute. Once the invoice is then approved the process per 10.4 will apply.
- BUYER’S PROPERTY
- Any Intellectual Property Rights and items supplied by the Buyer to the Supplier shall remain the property of the Buyer and all Intellectual Property rights in relation thereto shall vest in the Buyer (or its respective licensor). The Supplier shall not use any such items other than for the purposes of the Contract and shall not disclose any such items to any third party without the Buyer’s prior written consent. The Buyer accepts no responsibility for specifications supplied by it and the Supplier shall be responsible for ensuring that all Goods manufactured to such specifications shall be free from defects, comply with all Relevant Law and shall be fit for their intended purpose.
- The Supplier agrees neither to offer nor to supply parts made with the Buyer’s Intellectual Property designs, tools, patterns, drawings, dyes or specifications to any third party without the Buyer’s prior consent in writing.
- INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
The Supplier shall indemnify and keep indemnified on demand the Buyer in full against any and all loss, damage, costs and expenses (of any nature or type whether direct or indirect) awarded against or incurred or paid by the Buyer as a result of or in connection with any allegation or claim that:
The Supplier shall indemnify and keep indemnified on demand the Buyer against any and all loss, damage, costs and expenses (of any nature or type whether direct or indirect) awarded against or incurred or paid by the Buyer as a result of or in connection with:
- loss or damage to any movable or immovable property of the Buyer or any third party caused by the Supplier or any of its employees, subcontractors, assignees or agents;
- any breach of Relevant Law by the Supplier or any of its employees, subcontractors, assignees or agents; and
- any breach by the Supplier or any of its employees, subcontractors, assignees or agents of the Order, including the provision of any defective Goods and/or Services.
- The Buyer may, without prejudice to its other rights or remedies, terminate the Contract with immediate effect by written notice to the Supplier if one or more of the following events (‘Termination Events’) occurs:
- The Buyer may (but is not bound) at any time after an Termination Event, but before delivery of the Goods or performance of the Services:
- The Buyer may terminate the Contract with immediate effect on giving written notice to the Supplier if the Supplier commits a material breach of the Contract.
- The Buyer may, without prejudice to its other rights or remedies, terminate the Contract with immediate effect by written notice to the Supplier if one or more of the following events (‘Termination Events’) occurs:
- The Supplier shall not without the Buyer’s prior written consent disclose Confidential Information to any third party or use Confidential Information for any purpose except strictly for the purpose of performing its obligations under the Contract.
- Condition 14.1 does not apply to information which:
- is at the date of disclosure or becomes at any time after that date publicly known other than by the Supplier’s breach of such Condition;
- can be shown by the Supplier to the Buyer’s satisfaction to have been known by the Supplier before disclosure by the Buyer to the Supplier;
- is or becomes available to the Supplier otherwise than from the Buyer and free of any restrictions as to its use or disclosure; or
- is required to be disclosed by law.
- The Supplier shall ensure that its agents, employees and subcontractors are subject to the same obligations of confidentiality as the Supplier under this Condition 14.
- The Supplier shall take such steps as may be necessary to ensure the safe custody of any Confidential Information received from the Buyer and to restrict access to it to those employees who need to know the same for the purposes of the Contract.
- The Supplier shall, if requested by the Buyer at any time, immediately return or destroy (at the Buyer’s option) all or any of the Buyer’s Confidential Information and any copies thereof. Where the Buyer requires the destruction of such Confidential Information, the Supplier shall also immediately confirm to the Buyer in writing that it has complied with such request.
- The Supplier shall not, without the prior written consent of the Buyer:
- use the Buyer’s name, or any business or premises of the Buyer for any purpose other than for strict compliance with its obligations under the Contract;
- publicly announce the existence or nature of the Contract; or
- authorise or allow any agent, employee, subcontractor or any other person to do any of the foregoing.
- ASSIGNMENT AND SUBCONTRACTING
- The Supplier shall not without the consent in writing of the Buyer assign or transfer the Order or any part of it to any other person.
- The Supplier shall not without the consent in writing of the Buyer subcontract the Order or any part of it other than for materials, minor details or for any part of the Goods of which the makers are named in the Order or the specification. Where the Buyer has consented to subcontracting the Supplier shall supply to the Buyer on request copies of such subcontracts. Any such consent shall not relieve the Supplier of any of its obligations under the Contract. The Supplier shall be responsible for all acts and omissions of its subcontractors and the acts and omissions of those employed or engaged by the subcontractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and subcontractors’ employees, staff and agents also do, or refrain from doing, such act or thing.
- The Buyer shall be entitled to assign, sub-contract or otherwise transfer any or all of its rights and/or obligation under this Contract.
- INVENTIONS AND IMPROVEMENTS
- The Buyer shall be the sole and exclusive owner of any and all Intellectual Property Rights that the Supplier makes, conceives, discovers or develops, either solely or jointly with any other person in performance of the Order (collectively, ‘Work Product’). The Supplier shall promptly disclose to the Buyer all information relating to the Work Product.
- In consideration of the Buyer agreeing to its obligations under these Conditions the Supplier hereby irrevocably and unconditionally assigns with full title guarantee (including by way of present assignment of future rights) all Intellectual Property Rights in and to the Work Product to the Buyer.
- To the extent that the assignment contemplated in Condition 16.2 is not effective, the Supplier hereby agrees to assign and transfer all Intellectual Property Rights in and to the Work Product with full title guarantee to the Buyer, in writing, immediately upon request by the Buyer. The Supplier shall, at the Buyer’s request and expense, from time to time after the date hereof, execute and deliver such other instruments and documents, in such form or substance reasonably satisfactory to the Buyer, as may be reasonably necessary to convey, further evidence, perfect, maintain and give effect to the rights to be transferred to the Buyer under this Condition 16.
- In relation to any copyright works to be assigned pursuant to Condition 16.2 and to which moral rights apply pursuant to the Copyright, Designs and Patents Act 1988, the Supplier shall procure and shall provide to the Buyer on request written absolute waivers from each copyright author in relation to all his or her moral rights and (to the extent permitted by law) in relation to any similar rights such author may have in any other jurisdiction.
- The Supplier shall give the Buyer at the Buyer’s expense all necessary assistance to enable the Buyer to obtain registrations of any Intellectual Property Rights in respect of the Work Product throughout the world.
- HEALTH AND SAFETY
- The Supplier warrants that the Services, Goods and materials to be supplied in accordance with the Order will be safe and without risk to health or the environment when properly used and the Supplier will provide all necessary information in connection with any risks associated with the design, testing and use of them (whether or not such information has been requested by the Buyer).
- The Supplier shall at all times comply with and ensure that any of its subcontractors and/or any other representatives entering any of the Buyer’s premises shall at all times comply with the Site Rules and with any other instruction given by the Buyer with regard to the Supplier’s and/or any of its subcontractors and/or any other representatives’ conduct on the Buyer’s premises.
- If the performance of the Order requires the Buyer to have any permit or licence from any government or other authority, the Order shall be conditional upon such permit or licence being available at the required time.
- If a licence or consent of any government or other authority is required for the supply or carriage of the Goods or performance of the Services, the Supplier will obtain and maintain such licence or consent at its own expense and produce evidence of it to the Buyer on demand.
- The Supplier will at all times insure and keep itself insured with a reputable insurance company against all insurable liabilities under the Order and in respect of the Goods and Services to be provided thereunder. Upon request from the Buyer, the Supplier shall submit to the Buyer evidence of certification of such insurance cover from the Supplier’s broker(s). The Supplier will provide and procure all facilities, assistance and advice required by the Buyer and the Buyer’s insurers for the purpose of contesting or dealing with any action, claim or matter arising out of the Supplier’s performance of the Order.
- In relation to an Order which contain a design element, in addition to the requirements of Condition 19.1 the Supplier shall maintain professional indemnity insurance to a level of cover of not less than £5 million per occurrence or series of occurrences arising in relation to the provision of the Goods and/or Services to be provided pursuant to such Order, which the Supplier shall maintain for the duration of the Order and for 12 years following provision of such Goods and completion of such Services (whichever is the latter).
The edition of Incoterms current at the time the relevant Order is made shall apply to a purchase made by the Buyer from outside of the United Kingdom PROVIDED ALWAYS that where there is any conflict between the provisions of an Order and/or these Conditions and Incoterms, then the terms of the Order and/or these Conditions shall prevail over Incoterms.
- If any of these Conditions is found to be illegal, invalid, ineffective or unenforceable, such invalidity, illegality, ineffectiveness or unenforceability shall not affect the other Conditions which shall remain in full force and effect.
- If any of these Conditions is so found to be illegal, invalid, ineffective or unenforceable but would cease to be so if some part of the provision were deleted or amended, the provision in question shall apply with such modification as may be necessary to make it legal, valid, effective and/or enforceable.
- PUBLIC CONTRACT REGULATIONS 2015 PROVISIONS
- For supplies pertaining to public contracts we aim to comply with all applicable requirements of the Public Contract Regulations 2015.
- In particular we would highlight the following terms relating to such supplies:
- Payment will be made within 30 days of the date of invoice; and
- We require that suppliers settle all appropriate sub-suppliers invoices within 30 days of the date of invoice; and
- We require that suppliers pass these requirements down through their supply chain.
- If suppliers are unsure as to the nature of their supplies they should contact their regular Purchasing contact.
- Full details of the Public Contract Regulations 2015 may be found at this link: https://www.gov.uk/government/publications/procurement-policy-note-0419-taking-account-of-a-suppliers-approach-to-payment-in-the-procurement-of-major-contracts–2
- The Supplier shall not violate any Applicable Anti-Bribery Law.
- The Supplier has and shall at all times implement adequate procedures designed to prevent it and any Associated Person from engaging in any activity which would constitute an offence under any Applicable Anti-Bribery Law.
- Any breach of any of the provision of this Condition 22 shall constitute a material breach of the Contract for the purposes of Condition 13.2, and, without prejudice to any other right, relief or remedy, shall entitle the Buyer to terminate the Contract forthwith on written notice to the Supplier.
- No waiver of any term, provision or condition of the Contract shall be effective except to the extent made in writing and signed by the waiving party.
- No failure or delay on the part of a party to exercise any right, power, privilege or remedy arising under or in connection with the Contract shall operate as a waiver, or otherwise prejudice or restrict the rights of that party in relation to the future exercise of such rights or any other contemporaneous or future action.
- The rights and remedies arising under, or in connection with, the Contract are cumulative and, except where otherwise expressly provided in the Contract, do not exclude other rights and remedies provided by law or otherwise.
- LAW AND APPLICATION
- The Contract (and any proceedings by which one party might be entitled to join the other as a third party) shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts.
- These Conditions shall govern and be incorporated into every Order, and shall prevail over any terms or conditions (whether or not inconsistent with these Conditions) contained or referred to in any correspondence or documentation submitted by the Supplier or elsewhere or implied by custom, practice or course of dealing.
- Nothing in these Conditions shall prejudice any condition or warranty (expressed or implied) or right or remedy to which the Buyer is entitled in relation to the Contract by virtue of statute or common law. The rights and remedies conferred on the Buyer by these conditions are in addition to and in no way in substitution for any conditions, warranties or other rights or remedies conferred on the Buyer or implied by law.
- Subject to Condition 24.3 and Condition 24.7, the Contract (incorporating these Conditions) sets out the entire agreement and understanding between the parties in respect of its subject matter and supersedes any previous agreement, warranty, statement, representation, understanding, or undertaking (in each case whether written or oral) given or made before the date of the Contract by, or on behalf of, the parties and relating to its subject matter.
- Subject to Condition 24.7, the Supplier confirms that it has not relied upon, and shall have no remedy in respect of, any agreement, warranty, statement, representation, understanding or undertaking made by any party (whether or not a party to the Contract) unless that agreement, warranty, statement, representation, understanding or undertaking is expressly set out in the Contract.
- Subject to Condition 24.7, the Supplier shall be entitled to claim the remedies of rescission or damages for misrepresentation arising out of, or in connection with, any agreement, warranty, statement, representation, understanding or undertaking whether or not it is set out in the Contract.
- Nothing in the Contract shall restrict or exclude any liability for (or remedy in respect of) fraud or fraudulent misrepresentation.
- A person who is not a party to a Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such contract. This Condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. For the avoidance of doubt, at all times any member of Compass Minerals (UK) Limited’s Group shall be entitled to enforce any term of a Contract.
COMPASS MINERALS (UK) LIMITED & COMPASS MINERALS (STORAGE & ARCHIVES) LTD T/A DEEPSTORE GENERAL CONDITIONS OF PURCHASE VALID FROM DECEMBER 2019