1. Definitions and Interpretations
In these terms:
“Company” means Bluebay Building Products Ltd;
“Contract” means the contract created by the Supplier’s acceptance of the Order which shall be on the earlier of (a) the Supplier issuing a written acceptance of the Order or (b) the Supplier doing any act consistent with fulfilling the Order;
“Goods” means the products described in the Order (including their constituent raw materials and processed materials, component parts,
packaging, instructions and associated promotional material) and any parts and materials supplied as part of the Services;
“Intellectual Property” means any patent, copyright, design right, registered design, trademark, service mark, know-how, utility model, unregistered
design right or where relevant, any application for any such right, or other industrial or intellectual property right subsisting anywhere in the world;
“Order” means any order from the Company to the Supplier for the supply of the Goods/Services;
“Services” means the services described in the Order (including any ancillary services carried out as part of the supply of Goods); and
“Supplier” means the person, firm or company who accepts the Order.
1.2 References to any statutory provision shall include (i) any subordinate legislation made under it (ii) any provision which it has modified or re-enacted
and (iii) any provision which subsequently supersedes it or re-enacts it.
1.3 These terms are the only terms upon which the Company shall purchase Goods and Services and shall be incorporated into the Contract to the
entire exclusion of all other terms including any terms referred to in any order acknowledgement form issued by the Supplier. Any reference to any
Supplier’s terms of sale or business shall have no effect.
1.4 Nothing in these terms shall prevent the Company from relying on any terms or remedies implied by statute or common law.
1.5 All documentation and information to be provided pursuant to the Contract shall be in English.
2. Orders
2.1 The Company shall not be bound by any Order unless it is issued or confirmed on the Company’s official order form and signed by a duly authorised
signatory of the Company.
2.2 The Company may provide a forecast of the quantity of its anticipated sales of the Goods. Such information is given in good faith but without imposing
any obligation on the Company.
2.3 The Supplier shall fulfil all accepted Orders and carry out its obligations with all reasonable skill and care and in accordance with good industry practice.
2.4 At any time prior to delivery of the Goods, the Company shall have the right to inspect and test the Goods.
2.5 In addition to its other rights to terminate, the Company may at any time and for any reason terminate an Order in whole or part by giving the Supplier
notice whereupon all work on the Order shall cease and the Company shall pay to the 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.
3. Delivery/Performance
3.1 The Goods shall be delivered, carriage paid to the delivery address stated in the Order or such other delivery address as is agreed by the Company in
writing prior to delivery of the Goods. Upon arrival, the Supplier shall report to the Company or Company’s customer site representative to receive and
comply with instructions and shall offload the Goods at its own risk as directed by the Company or Company’s customer site representative.
3.2 Delivery of the Goods and performance of the Services shall be made within the time set out in the Order or as otherwise agreed between the Company
and the Supplier. Time for delivery/performance shall be of the essence. If the Supplier believes that it may not be able to complete an Order in
accordance with its terms it shall immediately advise the individual from the Company who placed the Order.
3.3 Delivery/performance shall only be accepted where it can be completed during the Company’s normal working hours at the delivery address. The
Supplier shall use all reasonable endeavors to comply with any request from the Company to deliver/perform at specific times. The Company shall be
entitled to reject a delivery if it is of the opinion there is a health and safety issue with the load or a container is not loaded properly.
3.4 If the Company agrees to accept delivery of Goods or performance of Services by instalment, each instalment shall nevertheless constitute part of one
contract represented by the relevant Order. Failure by the Supplier to deliver any one or more instalments shall entitle the Company to accept or refuse to
accept all or any of the instalments.
3.5 If the Goods are delivered to the Company in excess of the quantities ordered, the Company shall not be bound to pay for the excess, and any excess shall
be at the Supplier’s risk and shall be returnable at the Supplier’s expense.
3.6 If the Company claims that an Order has not been properly fulfilled, the Supplier shall be deemed to accept the validity of the claim unless it serves written
notice on the Company disputing the claim and stating the reasons for its dispute within 3 days of the claim date.
3.7 The Supplier represents that it is a competent person for the purposes of compliance with health and safety legislation and acknowledges that the
Company is relying on its skill and expertise in carrying out the Services safely and in accordance with those requirements. The Supplier must (where
required) supply a suitable method statement and risk assessment for the Services to the Company prior to commencement of the Services.
3.8 All material and workmanship used in connection with the Services shall be guaranteed for a minimum of twelve months from completion of the Services.
3.9 Where the Services comprise property-related services, the Supplier shall obtain all materials and hire all plant from Bluebay Building Products Ltd unless
it can demonstrate to the Company’s reasonable satisfaction that there is a cost disadvantage, time disadvantage or the relevant materials or plant are
not stocked or available from Bluebay Building Products Ltd. The Supplier shall provide interim and final reports on the source of materials or plant supply
to evidence compliance.
The Supplier shall (where applicable) maintain a Construction Industry Scheme class 5 or 6 card (or its equivalent if replaced) throughout the duration of
the Contract and produce evidence to the Company on request.
4. Documentation and Packaging
4.1 The Supplier must ensure that all documents relating to the Goods/Services (including advice/delivery notes and invoices) state the Company’s order
number, delivery address, product description, product code and quantity.
4.2 The packaging and labelling of the Goods must meet the quality requirements set by, and otherwise be as specified by, the Company. The Company shall
not be obliged to return to or account to the Supplier for any packaging materials (including pallets). Any packaging materials which are returned shall be
at the Supplier’s risk and cost.
5. Supply of Information
5.1 The Supplier shall promptly inform the Company of any matter of which it is or reasonably should be aware relating to the Goods or Services or the
storage, transportation, handling, assembly or use of Goods (including legislation or advice from responsible or professional or legal bodies in respect of
raw materials or chemicals used in the manufacture of the Goods) and the actions it has taken or proposes to take and those that the Company or (where
relevant) its customers should take in relation to such matters.
5.2 The Supplier shall provide to the Company full guidance documentation relating to “control of substances hazardous to health” and all weight, noise
and vibration information on the Goods. The Supplier will ensure that all product literature, including instructions for use, is clear and not misleading
and complies with applicable laws and regulations, including those relating to consumers. Amendments and additions will be provided by the Supplier
immediately.
5.3 The Supplier shall immediately notify the Company in writing together with all relevant details if there is:
a. any defect in any Goods previously delivered to the Company or any Services already carried out; or
b. any error or omission in the instructions for the use and/or assembly of the Goods; (whether a breach of the Contract) which exposes or may expose
any person to any risk of death or injury or causes or may cause damage to property.
5.4 The Supplier shall keep full and proper documentation relating to the provision of Goods and Services under the Contract. The Supplier shall allow the
Company access to and the right to reproduce the Supplier’s documentation for the term of the Contract and six years after.
6. Title and Risk
Title to and risk in the Goods shall pass to the Company on delivery of the Goods to the Company in accordance with 3.1. Title to and risk in any display
units to be located at the Company’s premises (whether funded by the Supplier) shall pass to the Company on delivery.
7. Rejection of Goods
7.1 The Company shall not be deemed to have accepted any Goods or Services until it has had a reasonable time to inspect them following delivery or after
any latent defect has become apparent. Neither any inspection or testing by the Company or its representatives whether before or after physical delivery
of the Goods or completion of the Services nor the signing of any document acknowledging physical receipt of any Goods or completion of any Services
shall constitute acceptance or approval of the Goods/Services by the Company.
7.2 The Company may carry out such testing and inspection of Goods/Services as it considers necessary to ensure that Goods/Services conform with the
terms of the Contract. The Supplier shall reimburse the testing costs of non-conforming Goods/Services.
7.3 Without prejudice against any other right or remedy which the Company may have, if any Goods or Services are not supplied in accordance with the
Contract, the Company may:
a. reject the relevant Goods or Services, in whole or in part, and, in respect of Goods, return them to the Supplier at the Supplier’s risk and cost and
require the Supplier to issue a debit note for the rejected Goods or Services and any related charges;
b. give the Supplier the opportunity at the Supplier’s expense either to remedy any defect in the Goods or Services or (in respect of Goods) to
immediately replace the Goods with Goods that conform to the Contract;
c. carry out at the Supplier’s expense any work necessary to make the Goods or Services comply with the Contract; and
d. claim such damages as may have been sustained in consequence of the Supplier’s breach of the Contract.
8. Standards
8.1 The Supplier warrants that the Goods shall:
a. be accompanied with accurate, complete and comprehensible instructions in English for the treatment, assembly, use, handling, transportation and/
or storage of the Goods;
b. be equal in all respects to and in conformity with the samples, drawings, patterns, specifications or other descriptions of the Goods as specified in the
Contract;
c. conform in all respects with any representations made by the Supplier and with all descriptions, drawings and other standards given by the Supplier
prior to the Order.
d. be manufactured to and in accordance with all applicable laws and regulations and codes of practice in the country of manufacture and to British
and European Standards;
e. Be of satisfactory quality, free from defects in materials and workmanship and fit for purpose;
f. be free from design and other inherent defects; and
g. otherwise meet the requirements of the Contract.
8.2 In relation to any Services provided by the Supplier, the Supplier undertakes:
a. to provide such Services with all reasonable skill and care and in good and workmanlike manner in accordance with the provisions of the Contract;
b. that any advice or instructions given by the Supplier to the Company’s customers will be true, complete, accurate and not misleading;
c. to comply with, and to ensure that its personnel comply with, all relevant laws, regulations and codes of practice;
d. that all personnel providing such Services wear appropriate personal protection equipment and comply with all sites safety instructions; and
e. to supply to the Company from time to time such information and reports as the Company reasonably requires in relation to the provision of the
Services.
8.3 The Supplier shall be responsible for any errors or omissions in any drawings, calculations, or other information or materials supplied by it whether such
information has been approved by or on behalf of the Company or not, provided that such errors or omissions are not, due to inaccurate information
furnished in writing by the Company.
8.4 In relation to any installation services, the Supplier shall (prior to commencement of the Services) satisfy itself that the site is suitable for the Services to be
carried out and check the Goods for shortages and damage.
8.5 The Supplier shall always comply with all applicable laws, regulations, statutory instruments, standards and codes of practice in force from time to time,
including those relating to product safety, health and safety, packaging, waste, environmental protection, import/export controls, sanctions and modern
slavery. Where applicable, the Supplier shall be responsible for all producer compliance obligations and related costs under applicable Waste Electrical
and Electronic Equipment, packaging, battery and environmental legislation, save to the extent such obligations are expressly accepted in writing by the
Company.
8.6 The Supplier shall comply with all applicable chemical, product safety and environmental laws and regulations, including UK REACH, EU REACH and any
equivalent or replacement legislation applying to the Goods.
a. The Supplier shall provide the Company with all information, data, safety data sheets, declarations and evidence of compliance reasonably required
to enable the Company and the Wolseley Group to comply with their legal obligations.
b. Where any Goods contain substances requiring authorisation, restriction, notification or registration, the Supplier shall provide full details before
supply and shall ensure that the Goods are lawful for import, sale, distribution and use in the United Kingdom and, where applicable, the European
Union.
8.7 The Supplier shall ensure that it, its manufacturers, subcontractors and supply chain comply with all applicable labour, environmental, human rights,
anti-slavery, anti-bribery, anti-corruption and health and safety laws. The Supplier shall maintain appropriate environmental, quality, health and safety,
anti-bribery and modern slavery policies acceptable to the Company and shall provide evidence of compliance on request.
8.8 The Supplier shall comply with the Company’s environment policy and QA standards in force from time to time.
9. Price and Payment
9.1 The price shall be as set out in the Order or as otherwise agreed in writing by the Company and the Supplier and is the only sum payable by the Company
(other than VAT) for or in connection with the supply of the Goods or Services.
9.2 Invoices shall be in a form approved by the Company and shall be sent in accordance with the Company’s instructions as advised from time to time. All
invoices shall be issued within 30 days of delivery of the Goods/completion of the Services.
9.3 The Company shall pay valid and undisputed invoices in Pounds Sterling by direct payment into a UK bank account held in the Supplier’s name, unless
otherwise agreed in writing. Payment terms are 90 days from receipt of a valid invoice, unless otherwise agreed in writing. Where Goods or Services are
rejected, returned, overcharged, duplicated or otherwise not supplied in accordance with the Contract, the Supplier shall promptly issue a credit note for
the relevant amount and the Company may withhold, deduct or set off the amount pending receipt of that credit note.
9.4 The Company may set off any sum owed by the Supplier or any company in the Supplier’s group against any sum owed by the Company or any member
of the Wolseley Group to the Supplier, whether under the Contract or otherwise.
9.5 If any undisputed sum is not paid when due, the party entitled to payment may charge interest on the overdue sum from the due date until payment is
made in full at 2% per annum above the Bank of England base rate from time to time. The Supplier shall not suspend performance of the Contract as a
result of any sums being outstanding.
10. Termination
10.1 The Company may (without prejudice to its other rights and remedies) terminate the Contract, with immediate effect, on notice to the Supplier if:
a. the Supplier commits a material or persistent breach of any Contract term; or
b. the Supplier becomes insolvent or suffers an insolvency event or other similar event, or the Company reasonably believes that the Supplier is about
to become insolvent or suffer an insolvency event or other similar event or ceases or threatens to carry on business; or
c. the Supplier or any Supplier Group Company has offered, given, requested or accepted any gift, hospitality, payment or other consideration as an
inducement or reward for doing or refraining from doing anything in relation to the Contract, any other contract with the Company or any member
of the Wolseley Group, or otherwise in breach of applicable anti-bribery or anti-corruption laws.
10.2 Any termination of the Contract shall be without prejudice to any rights or remedies which may have accrued to either party before the termination date.
10.3 Where the Company terminates the Contract pursuant to 10.1, the Company may on or within 14 days of giving the termination notice cancel any
undelivered Orders without any liability to the Supplier.
11. Materials, Intellectual Property and Information
The Supplier acknowledges that all materials, equipment and tools, drawings, specifications, data and other property supplied by the Company or any
member of Bluebay Building Products Ltd to the Supplier (Company Materials) and all rights in the Company Materials are and shall remain the exclusive
property of the Company or the relevant member of the Bluebay Building Products business. The Supplier shall use the Company Materials solely for the
purpose of performing its obligations under the Contract, keep them in safe custody at its own risk, maintain them in good condition until returned to the
Company and not dispose of or use them other than in accordance with the Company’s written instructions or authorisation.
11.2 The Supplier shall promptly (on the Company’s written request at any time and in any event on termination of the Contract) either deliver to the
Company or, at the Company’s sole option, destroy all Company Materials. In the case of Company Materials held in machine readable form
“destruction” shall involve erasing these from the medium on which they are held.
11.3 Any Intellectual Property in or relating to any Goods or Services derived from or containing any Company Intellectual Property, or in any materials and
information supplied by the Company, shall belong to the Company and the Supplier assigns all such Intellectual Property accordingly. The Company’s
Intellectual Property, materials and information shall only be used by the Supplier to the extent necessary to fulfil its obligations under the Contract.
Under no circumstances shall the Supplier, whether during or after termination of the Contract, sell, hire, dispose of or part with possession of any Goods
derived from or containing any Company Intellectual Property other than to the Company or as the Company directs in writing.
11.4 The Supplier shall keep in strict confidence all information concerning the business, products, customers, pricing, systems, processes and affairs of the
Company. The Supplier shall not, without the Company’s prior written consent, use the Company’s name, Bluebay Building Products Ltd name or any
related Intellectual Property for promotional or publicity purposes.
11.5 Where the Supplier processes personal data for or on behalf of the Company, the Supplier shall comply with all applicable data protection laws, including
the UK GDPR and the Data Protection Act 2018. The Supplier shall act only on the Company’s documented instructions, ensure that persons authorised
to process personal data are subject to confidentiality obligations, implement appropriate technical and organisational security measures, not appoint
any sub-processor without the Company’s prior written authorisation, assist the Company with data subject rights, security incidents and regulatory
obligations, notify the Company promptly of any actual or suspected personal data breach, and return or securely delete personal data at the end of the
Contract unless legally required to retain it.
12. Liability and Insurance
12.1 The Supplier agrees to indemnify the Company in full against all claims, demands, actions, proceedings and all damages, losses, costs and expenses
which are made against or incurred by the Company resulting from:
a. any claim by a third party that the manufacture, assembly, sale or supply, offer for sale or supply, possession, advertisement, hiring or use of any of
the Goods and/or Services by the Company or its customers infringes the Intellectual Property rights of that third party;
b. any recall of any Goods already sold by the Company to its customers (and any unsold Goods) and/or any notification to its customers issued by the
Company about the manner of use or operation of any Goods already sold by the Company to its customers;
c. any liability incurred under the Consumer Protection Act 1987 in respect of the Goods and/or their packaging; and/or
d. any breach of any Contract term by the Supplier.
12.2 The Supplier shall maintain such insurances as are appropriate having regard to its obligations under the Contract and in particular public and product
liability insurance for a minimum cover of £10million per claim and employer’s liability insurance for a minimum of £5million per claim with an insurer
acceptable to the Company. The Supplier shall produce a copy of such policies and renewal premium receipt on request.
12.3 The Supplier undertakes not to structure its business or the provision of the Goods or Services in any way that an employee, agent or subcontractor
of the Supplier could claim to be entitled to transfer to the employment of the Company to the Transfer of Undertakings (Protection of Employment)
Regulations 2006. If any such employee claims to be or is entitled to transfer pursuant to those Regulations, the Supplier shall indemnify the Company in
full against any costs, claims, losses or liabilities suffered as a result.
13. General
13.1 Any notice given pursuant to or in relation to the Contract shall be in writing to the registered office of the other party.
13.2 The Company reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of Goods or Services ordered if
it is prevented from or delayed in carrying out its business due to circumstances beyond its reasonable control.
13.3 Save for the Company who shall be entitled to enforce any provision of the Contract, no person who is not a party to the Contract shall have a right to
enforce any term of the Contract which expressly or by implication confers a benefit on that person.
13.4 The Supplier shall not assign, transfer or otherwise deal with any of its rights or obligations under the Contract without the Company’s prior written
consent. The Company may assign or transfer any of its rights or obligations under the Contract to any member of the Wolseley Group at any time.
The Supplier shall not sub-contract, in whole or in part, performance of any of its obligations under the Contract without the Company’s prior written
consent. Where the Supplier is permitted to sub-contract, it shall remain responsible for performance of the Contract and for the acts and omissions of its
subcontractors as if they were its own. The Company may withdraw its consent to any subcontracting at any time.
13.5 No waiver by one party of a breach of the Contract by the other party shall be considered as a waiver of any subsequent breach of the same or any other
provision. A failure or delay by one party to exercise any right or remedy conferred by the Contract or law shall not be construed as a waiver of that right
or remedy unless the Contract imposes a specific period for the exercise of that right or remedy.
13.6 If at any time any term of the Contract is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall
be deemed omitted from the Contract and the validity and/or enforceability of the remaining provisions of the Contract shall not in any way be affected
or impaired as a result of that omission.
13.7 Any dispute or claim arising in connection with the Contract shall be governed by and construed in accordance with English law. The English Courts shall
have non-exclusive jurisdiction to resolve any such dispute or claim. Where the Supplier is domiciled outside the United Kingdom, the Company may,
at its option, elect for a dispute or claim to be referred and finally resolved by arbitration under the UNCITRAL arbitration rules. The London Court of
International Arbitration shall be the appointing authority, and the number of arbitrators shall be one. The seat, or legal place, of arbitration shall be
London, England. The language used shall be English