1. ACCEPTANCE
ICTL’s order constitutes an offer by ICTL to purchase the goods and/or the services which are the
subject of the order, subject to these terms and conditions. Seller’s commencement of work or
shipment of the goods, whichever occurs first, shall evidence acceptance of this agreement and all of
its terms and conditions. These terms and conditions apply to the exclusion of any additional or
different terms contained on Seller’s quotation, acceptance, acknowledgement, or any other form, and
ICTL hereby object to any such terms.
2. PRICE AND PAYMENT
2.1 The price of the goods and/or the services shall be as stated in ICTL’s order. If ICTL places an
order on a “price to be agreed” basis, quotations must be submitted and ICTL’s official
amendment confirming the price must be in the Seller’s possession before items are invoiced.
The goods shipped or work performed against this agreement must not be invoiced at a higher
price than shown on this agreement (whether on account of increased material, labour or transport costs, fluctuations in rates of exchange or otherwise) without ICTL’s prior written
consent. The invoice must itemize transportation charges and taxes (including value added tax)
separately, if applicable. If the price is omitted from the agreement, the price shall be the lowest
prevailing market price. No charge will be allowed for packing, labelling, customer storage,
crating, or express handling unless indicated on this agreement.
2.2 Seller shall invoice ICTL within 3 days after despatch of the goods or performance of the
services, and each invoice will quote ICTL’s order number and the advice note number,
together with the delivery address for goods.
2.3 All claims for money due or to become due from ICTL shall be subject to deduction or set off by
ICTL for any counterclaim arising out of this or any other transaction with Seller.
3. PROPRIETARY INFORMATION-CONFIDENTIALITY
Any information or data in the form of specifications, drawings, reprints, technical information or
otherwise furnished to the Seller under this agreement or specifically produced by the seller for ICTL
under this agreement (together with the copyright, design rights and any other intellectual property right
in the same) shall be and remain ICTL’s property, shall be deemed proprietary, shall be kept
confidential, and shall be promptly returned at ICTL’s request. Seller shall not disclose, without ICTL’s
written permission, any such information or data to any other person, or use such information or data
itself for any purpose other than performing this agreement, although the foregoing shall not apply if the
information is or becomes publicly available through no fault of seller or is rightfully received by Seller
from a third party. The obligations under this paragraph will survive the cancellation, termination or
completion of this agreement. Unless otherwise agreed in writing, no commercial, financial or technical
information disclosed in any manner or at any time by the Seller to ICTL shall be deemed secret or
confidential.
4. WARRANTIES
Seller expressly warrant that all goods or services provided under this agreement shall be of
satisfactory quality (within the meaning of the Sale of Goods Act 1979 as amended), free from defects
in material and workmanship, and shall conform to all applicable specifications and appropriate
regulations and standards. If Seller knows the particular purpose for which ICTL intends to use the
goods or services or if Seller holds the goods out as being suitable for a purpose, Seller warrants that
such goods or services shall be fit for such particular purpose. Seller further warrants that all services
will be performed by appropriate qualified and trained personnel, with due care and diligence and to
such high standard of quality as it is reasonable for ICTL to expect in all the circumstances. Without prejudice to any other remedy ICTL may have, materials or services not meeting this warranty will be,
at ICTL’s option, returned for a refund, repaired, replaced or reperformed by Seller as soon as possible
and at no cost to ICTL or its customers and with transportation costs and risk of loss and damage in
transit borne by Seller. Seller shall indemnify and hold ICTL harmless for all liability, loss (whether
direct or indirect, and including loss of profit), costs, damages and expenses (including legal expenses)
arising out of any breach of the aforesaid warranties, Seller shall extend all warranties it receives from
its vendors to ICTL, and to ICTL’s customers. Breach of the aforesaid warranties or any other terms of
this agreement shall entitle ICTL to all remedies available at law.
5. TERMINATION AND FORCE MAJEURE
ICTL may terminate all or any part of this agreement at any time for its convenience upon written notice
to Seller. ICTL will pay a reasonable termination charge based on a percentage of the agreement price
reflecting the percentage of work performed by Seller prior to termination. Any claim for payment of
such termination charges must be submitted in writing to ICTL within (30) days of receipt of written
notice of termination, thoroughly documented by invoices or other applicable documents. ICTL may
also terminate this agreement, in whole or in part, for cause of the Seller default or actual or
apprehended insolvency. ICTL shall have the right to audit all elements of any termination claim, and
Seller shall make available to ICTL on request all books, records and papers relating thereto. The
provisions of this paragraph 5 are without prejudice to the rights of ICTL in the event of any failure on
the part of the Seller to comply with the performance schedule or other provisions of the agreement.
Late deliveries, deliveries of products which are defective or which do not conform to this agreement,
and failure to provide reasonable assurances of future performances upon request, shall be reasons
allowing ICTL to terminate this agreement for cause. In such event, ICTL shall not be liable to Seller
for any amounts, and Seller shall be liable for any damages due to Sellers’s breach or default. If it
should be determined that ICTL has improperly terminated this agreement for default, such termination
shall be deemed to be for ICTL’s convenience. Neither party will be liable to the other for any delay or
failure to perform if that delay or failure results from a cause beyond its reasonable control, except that
ICTL may terminate all or any portion of this agreement without liability to Seller if such delay or failure
to perform by Seller or on the part of Seller extends beyond thirty (30) days of ICTL’s requested
delivery date.
6. PATENT INDEMNITY
By acceptance of this agreement, Seller agrees to indemnify ICTL against all claims, judgements,
decrees, cost and expenses, and legal fees relating to any proceeding which may be brought against
ICTL or its agents, distributors, customers or other vendors based on a claim of alleged infringement of
copyright, patent design right, trade mark or other intellectual property right, as well as for alleged claim
of unfair competition resulting from similarity in design, trade mark or appearance of goods or services
furnished under this agreement, and Seller agrees that it will, upon request of ICTL and at Sellers’s
own expense defend or assist in the defence of any action which may be brought against ICTL or its
agents, distributors, customers, or other vendors for such infringement or alleged claim or unfair
competition. ICTL agrees to notify Seller promptly upon receipt of notice of infringement or information
or such a suit having been filed. Seller shall have no liability under this paragraph arising solely by
reason of the combination of goods furnished hereunder with apparatus not provided or proposed by
Seller, or for required compliance by Seller with written specifications furnished by ICTL if such
infringement cannot be avoided by the Seller in complying with such specifications.
7. MATERIALS TOOLS AND EQUIPMENT
All tools, equipment, dies, gauges, models, drawings or other material paid for or furnished by ICTL for
the purpose of this order shall be and remain the sole property of ICTL. Seller shall safeguard all such
property while it is in the Seller’s custody of control, be liable for any loss or damage to such property,
use it only for ICTL orders, and return it to ICTL upon request. Such property may be removed from
Seller’s premises by ICTL without extra cost.
8. RISK AND INDEMNIFICATION
8.1 Until received by ICTL, all products are Seller’s sole responsibility, including, but not limited to,
the responsibility for proper, lawful handling or shipment of such goods, or of any by product or
waste stream resulting there from. Risk of damage to or loss of the goods shall pass to ICTL on
delivery to ICTL in accordance with this agreement. Seller shall indemnify and hold harmless
ICTL, its officers, directors, employees and agents from any and all claims, demands, suits or
actions, environmentally related or of any other nature whatsoever, including reasonable legal
fees and expenses, arising from Seller’s negligent or faulty performance or omission of any
specified, required or requested services or goods provided for and on behalf of ICTL and any
other act or omission of Seller or its employees, agents or sub-contractors in supplying the
goods and/or performing the services.
8.2 ICTL’S total liability for damages and any other claims under this agreement shall not exceed
the price applicable to the goods or services giving rise to the claim.
9. CHANGES
ICTL shall have the right to make changes in the agreement at any time for its convenience upon
written notice to the Seller. Such changes shall be subject to an equitable adjustment in the
performance schedule or agreement price, based on reasonable and unavoidable costs incurred by the
Seller prior to notice of the charge. Any claim of Seller for an adjustment must be submitted in writing
to ICTL within thirty (30) days of ICTL change notice.
10. INSPECTION AND TESTING
Seller’s facilities, equipment, goods and services purchased under this agreement are subject to ICTL’s
inspection, testing and acceptance. Payment for the goods and services delivered shall not constitute
acceptance. Goods and services shall only be deemed accepted when they have actually been
counted, inspected, and tested by ICTL and found to be in conformance with this agreement. Goods
rejected and/or goods supplied in excess of the delivery schedule may, in addition to ICTL’s other
rights, be returned to Seller at its expense, including all expenses of unpacking, examining, repacking
and reshipping such goods. If ICTL receives goods or services whose defects or non-conformities are
not apparent on examination, ICTL reserves the right to require replacements, as well as transportation
costs and payment of damages. Nothing contained in this agreement (including any inspection or
testing by ICTL shall relieve Seller from obligations under the Agreement including (but not limited to)
those relating to testing, inspection and quality control.
11. PACKING, DELIVERY AND SHIPMENT
All delivered goods shall be packed and shipped in accordance with the instructions or specifications
on the front of this agreement. In the absence of any such instructions, Seller shall comply with best
commercial practise to ensure safe arrival at the specified destination at the lowest transportation cost.
Advice notes must be sent on the day that items are despatched. Time is of the essence of this
agreement. If goods are not delivered or service provided by the date specified, ICTL may terminate
this agreement as to items not yet shipped or services not yet rendered without liability, by notice
effective upon receipt by Seller. In such instance ICTL may purchase substitute items or services
elsewhere and charge Seller with any loss and additional expense incurred. If, in order to comply with
ICTL’s required delivery date, it becomes necessary for seller to ship by a more expensive method than
specified in this agreement, Seller shall pay all increased transportation costs, unless the necessary for
such rerouting or expedited handling has been caused by ICTL. ICTL shall not be required to return to
Seller any packaging or packing materials, whether or not ICTL accepts the goods.
12 CERTIFICATE OF CONFORMANCE
If a Certificate of Conformance is specified as a requirement on the Purchase order the Certificate of
Conformance shall include the Invotec part number, purchase order number, quantity shipped, date
shipped, manufacturers part number, manufacturers date code and details of certified quality system. It
should be signed to indicate compliance with the requirements of the document.
13 OWNERSHIP AND LICENCE
13.1 The property in the goods shall pass to ICTL on delivery, unless payment is made prior to
delivery, when property shall pass to ICTL once payment has been made and the goods have
been appropriated to this agreement.
13.2 Unless ICTL agrees otherwise in writing, the price also includes title to computer program and
related documentation supplied by Seller. Where these are supplied under licence from a third
party, ICTL shall have the irrecoverable and unrestricted right to use, copy, modify and merge
such programs and documentation for any purpose.
14 RECORD RETENTION
In addition to contractual requirements the supplier shall retain verifiable objective evidence of
inspection and tests performed. Quality records shall be made available for evaluation for a
contractually agreed period at no additional cost to ICTL. Unless otherwise specified, this period shall
be 5 years.
15 NOTIFICATION OF CHANGE
Where invoked by Purchase Order / Specification the supplier shall give ICTL prior notification of
significant changes prior to their implementation.
Significant change would include, but is not limited to:
Any change of manufacturing location for the supplied goods.
Introduction of a new previously unqualified sub-tier supplier of materials that are directly incorporated
in the product subsequently supplied to ICTL.
Major changes to the manufacturing technique / process that may impact performance or processing
16 RIGHT OF ACCESS BY INVOTEC, THEIR CUSTOMER AND REGULATORY AUTHORITIES
In accordance with contractual agreements, right of access by Invotec, their customer and Regulatory
Authorities shall be afforded to all facilities involved in the order and to all applicable records at no
additional cost to ICTL.
17 KEY CHARACTERISTICS
Where identified within the specification, drawing and / or purchase order the supplier shall flow down
to sub tier suppliers the applicable requirements in the purchasing documents, including key
characteristics where required.
18 MATERIAL SAFETY DATA SHEETS
All chemicals purchased under the terms and conditions of this agreement shall be accompanied by a
Safety Data Sheet provided by the chemical supplier/manufacturer [Unless otherwise expressly agreed
in writing by ICTL, all chemical suppliers certify by acceptance of this agreement that the chemicals
purchased are contained in the Approved Supply List issued under the Chemicals (Hazard Information
and Packaging for Supply) Amendment Regulations 1996/1096].
19. OZONE DEPLETING SUBSTANCES
The manufacturer/supplier of any materials purchased under this agreement is certifying by acceptance
of this agreement that either the material is not manufactured with a substance that harms public health
and environment by destroying ozone in the upper atmosphere or if the material was manufactured
with ozone destroying substances the manufacturer/supplier certifies that it has complied at all times
with requirements of the Environmental Protection (Control on Substances that Deplete the Ozone
Layer) Regulations 1996 (SI 1996/50) which are in accordance with EC Regulations 3093/94).
20. INSURANCE
If this agreement includes services or work to be performed on ICTL’s premises, the Seller agrees to
indemnify ICTL from all loss or damage arising out of such work, or observe the highest safety
standards, to adhere to ICTL work rules and security requirements, to maintain insurance satisfactory
to ICTL, and to furnish evidence of such insurance at ICTL’s request.
21. IMPORT/CUSTOMS
Seller shall comply with all applicable regulations and other legal requirements relating to import and
customs under this agreement. Seller shall also comply with all ICTL’s reasonable requirements as to
import and customs procedures and shall, upon request, furnish ICTL with all pertinent documents and
other information requested by ICTL including (but not limited to) information as to the origin of goods.
22. COMPLIANCE WITH REGULATIONS
Seller shall comply with all applicable regulations and other legal requirements concerning the
manufacture, packaging, labelling, packing and delivery of goods and performance of services
including (where appropriate) the provision of data and instructions sufficiently detailed to enable ICTL
and/or any of its customers to appreciate and understand any possible risk to health and safety
presented by the goods.
23. ETHICS: CONFLICTS OF INTEREST
Seller shall not pay salaries, commission or fees or make any payments or rebates to any employee or
officer of ICTL or any designee of any such person or favour such person with gifts or entertainment of
significant cost or value, or enter into any business arrangements with any such employee or officer
other than as a representative of ICTL.
24. GENERAL
24.1 This agreement and any documents attached to or referred to on this agreement constitute the
entire agreement between the parties and can only be modified in writing by authorised
representatives of both parties.
24.2 No part of this agreement may be assigned or subcontracted by Seller without the prior written
approval of ICTL.
24.3 ICTL’s failure to enforce or insist on performance of any of the terms or conditions in this
agreement shall not operate as a waiver of that or any other right.
24.4 The heading in these terms and conditions are for ease of reference only and shall not affect
their interpretation.
24.5 This agreement shall be governed by English Law and the parties submit to the non-executive
jurisdiction of the English courts.
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