Severn Trent Water purchase order terms and conditions

(a) In these terms and conditions: the “Purchaser” means Severn Trent Water Ltd; the “Supplier” means the person, firm or company to whom this purchase order (this “Order”) is issued; and “Deliverables” has the meaning set out in Clause 2(a). The Purchaser and the Supplier may collectively be referred to as the “Parties”, and each a “Party”.

(b) The status of this Order shall be in accordance with whichever of the following circumstances apply:

(i) where the Parties have already entered into a framework agreement which covers the type of Deliverables ordered herein, this Order shall constitute an acceptance of the Supplier's standing offer under that framework agreement.

The specific details set out on the front of this Order shall apply in full but these standard terms and conditions (other than this Clause 1) shall be of no effect and the terms and conditions of the framework agreement shall apply in full;

(ii) where the Parties have already entered into a one-off purchase contract for the Deliverables, the front of this Order shall have the status set out in that contract but these standard terms and conditions (other than this Clause 1) shall be of no effect and the terms and conditions of that contract shall apply in full; or

(iii) where there is no existing framework agreement or other written contract between the Parties relating to the Deliverables the whole of this Order (both the details on the front and these standard terms and conditions) shall constitute an offer from the Purchaser to the Supplier to purchase the Deliverables on these terms and conditions.

If the Supplier does not accept the offer exactly as comprised under this Order it shall contact the Purchaser in writing setting out its reasons for not accepting the offer and take no further other action until it has received a written response from the Purchaser setting out a basis for the provision of the Deliverables that is mutually acceptable to the Parties (the whole of this sentence being the “Procedure”).

Any act, step or response by the Supplier in respect of this Order, other than in accordance with the Procedure, shall constitute an irrevocable acceptance of the Purchaser's offer contained in this Order and create a binding contract in accordance with the terms of this Order.

(a) The goods and/or the services set out on the front of this Order, either separately or together, to the fullest extent permitted by the context of the reference, shall constitute the “Deliverables”. “Provide”, “Provision” and all derivatives used in the context of Deliverables shall mean the supply/delivery of goods and/or the performance of services each to the fullest extent permitted by the context of the reference and all in accordance with this Order.

(b) The Supplier shall Provide the Deliverables and the Purchaser shall pay the Price (as defined in Clause 4(a)) all fully in accordance with the terms of this Order. 

Time will be of the essence in respect of any dates, periods and timescales specified by the Purchaser for the Provision of Deliverables as set out in this Order. 

(a) The price of the Deliverables (“Price”) is fixed at the amount stated in the Order and shall not be subject to increase for the duration of this Order.

(b) The Purchaser shall not be responsible for the payment of any charges for Deliverables provided in excess of, or different to this Order unless agreed by the Parties in writing.

(c) No payment of or towards the Price shall constitute acceptance by the Purchaser that the Supplier has complied with this Order.

(d) The Price (including any prices quoted by the Supplier) shall be deemed to be inclusive of all charges, VAT and other taxes unless stated otherwise.

(e) The Supplier shall not submit any invoice before completing Provision of the Deliverables.

(f) The Purchaser shall settle valid invoices 60 days from the date of its receipt of a valid invoice issued by the Supplier.

(g) An invoice will be valid only if it references the Order number and complies with the requirements for a valid VAT invoice as set down by HM Revenue and Customs from time to time. 

(a) Deliverables shall be Provided at the Purchaser's location stated in this Order and during the Purchaser's normal business hours.

(b) Delivery of any goods shall be effected when such goods have been safely unloaded at the location stated in this Order and, without prejudice to the Purchaser’s rights under Clause 6(a), a duly authorised representative of the Purchaser has accepted the delivery.

(c) The Purchaser shall have the right to reject Deliverables (i) Provided in advance of any date specified in this Order unless otherwise agreed, and/or (ii) until any services have been properly completed.

(d) The ownership and risk in any goods provided shall pass to the Purchaser upon delivery.

(e) Where applicable, access to the location stated in this Order will be granted solely for the purpose of the Supplier complying with this Order, and will be subject to the Supplier complying with all security requirements, policies and procedures communicated to it by the Purchaser.

(a) Acceptance of all Deliverables supplied shall be subject to inspection by the Purchaser following Provision at the Purchaser's location as set out in the Order.

In the event of any Deliverables being defective in materials or workmanship or otherwise failing to meet the requirements specified in this Order, the Purchaser shall have the right either to reject the Deliverables or to retain and correct them at the Supplier's expense.

Rejected goods will be held until collected by the Supplier or returned to the Supplier, each at the Supplier's expense and risk and the Supplier shall pay the Purchaser's storage, handling, packing and delivery costs, as applicable.

(b) The Purchaser shall be entitled to inspect the Deliverables at any reasonable time at the Supplier's works or where applicable at the works of any sub-contractor and require any defects to be made good.

No exercise of such rights shall of itself constitute acceptance or approval of the Deliverables by the Purchaser or relieve the Supplier of any of its obligations. 

The Supplier represents and warrants:

(a) in respect of goods, that:

(i) it has full clear and unencumbered title to all such goods and, that at the date of delivery to the Purchaser, it will have full and unrestricted rights to transfer title in all such items to the Purchaser; and

(ii) the goods will be fit for the Purchaser’s intended purpose and free from defects;

(b) in respect of services, that they will be performed by appropriately qualified and trained personnel with reasonable care and skill;

(c) in respect of Deliverables, that they strictly conform to this Order, to any and all specifications, drawings, samples, or other description furnished by the Purchaser as well as all Applicable Law (as defined in Clause 9 below) in particular (but not limited to) any Health & Safety and data protection legislation;

(d) in respect of services, that:

(i) any individuals working on behalf of the Supplier or the Supplier’s supply chain, who will personally perform or be under an obligation to personally perform an element of the services, including without limitation, secondments and/or provision of personal resource, shall be employees who are employed under an employment contract where any income they receive is taxed in full under PAYE; and

(ii) the Supplier shall not operate as, contract or engage with, or provide the services of any party operating via, an intermediary or personal services company as defined by IR35 legislation.

The Supplier will keep the Purchaser indemnified in full against any Losses arising in connection with a breach of clause 7(d).  

(a) All property and copyright in all drawings, designs, patterns, specifications, samples, materials, tools and other data or intellectual property provided by the Purchaser or prepared by the Supplier at the request of the Purchaser in connection with this Order (“Materials”), shall be (i) the property of and vest in the Purchaser absolutely from the time of their creation (and the Supplier hereby assigns with full title guarantee all such intellectual property rights created by it in the course of Providing the Deliverables; (ii) used by the Supplier solely for the purpose of this Order; and (iii) sent, if requested, to the Purchaser carriage paid on completion of this Order.

(b) The Supplier shall not disclose any such Materials or any data comprised therein to any third party unless expressly required or permitted to do so in writing by the Purchaser.

(c) The Supplier shall indemnify the Purchaser in full in respect of any third party claim relating to breach of intellectual property rights arising from the Provision or receipt or use by the Purchaser of the Deliverables.

(d) The Supplier shall ensure that all Deliverables Provided by it:

(i) will be safe and without risk when properly used in accordance with designs and specifications prepared by it; and

(ii) will be licensed to the Purchaser free of charge, unencumbered and for the perpetual use and benefit by the Purchaser in respect of any intellectual property owned by the Supplier or any third party. 

(a) For the purposes of this Order:

(i) “Applicable Law” means any (1) statute, statutory instrument, bye law, order, directive, treaty, decree or law; (2) rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body; and/or (3) industry code of conduct or guideline, which relates to this Order;

(ii) “EIR” means the Environmental Information Regulations 2004, subordinate legislation made under them, any amendment or re-enactment of any of them and any guidance and/or codes of practice issued in relation to such legislation from time to time; and

(iii) “Information” means information recorded in any form held by the Supplier (or other entity on behalf of the Supplier) subject to the EIR which relates to the Purchaser and/or this Order.

(b) The Supplier shall perform its obligations under and in connection with this Order in accordance with all Applicable Law.

(c) The Supplier accepts that the Purchaser may be obliged to disclose Information pursuant to the EIR (whether or not the Information is confidential and/or commercially sensitive) without consulting or obtaining consent from the Supplier.

(d)The Supplier will (at its own expense) and will procure that any sub-contractors or third parties will (at their own expense) provide the Purchaser with details about and/or copies of all Information that the Purchaser requests within five (5) working days of a request from the Purchaser and otherwise use reasonable endeavours to assist and co-operate with the Purchaser to enable the Purchaser to comply with its obligations under the EIR.

(e) The Supplier will not itself (or allow any sub-contractor or third party to) respond to any person making a request for information under the EIR and shall pass all such requests to the Purchaser within three (3) working days of receipt.

(a) The Supplier shall ensure that it holds and maintains insurance as follows: Public Liability (for an amount of not less than £5,000,000 per occurrence), Employer's Liability (for an amount of not less than £5,000,000 per occurrence), and any or all of Product Liability, Professional Indemnity and Contractors All Risks as applicable and at market standards in respect of the Deliverables.

(b) Nothing in this Clause or the rest of this Order shall limit or exclude (i) either Party's liability to the extent that any Applicable Law prevents liability from being limited or excluded or, (ii) in the case of the Supplier, limit or exclude any liability arising under Clause 8(c), Clause 17(b) or arising from or for loss or destruction of or damage to the Purchaser’s real and/or tangible property (howsoever caused).

(c) Subject always to Clause 10(b) above, the Supplier's liability to the Purchaser under this Order shall be limited to the higher of £1,000,000 (one million pounds) or five times the Price.

(d) Subject always to Clause 10(b) above, the Supplier shall indemnify the Purchaser against all losses (direct and indirect), liabilities, costs, damages, claims, awards, orders, obligations and expenses (including legal fees) (“Losses”) that the Purchaser does or will incur or suffer, all claims or proceedings made, brought or
threatened against the Purchaser by any person and all Losses the Purchaser does or will incur or suffer as a result of defending or settling any such actual or threatened claim or proceeding arising out of or in connection with the performance or breach of the Supplier’s obligations under this Order, or a breach by the Supplier of the warranties set out in Clause 7 above.

(e) Subject always to Clause 10(b)(i) above, the Purchaser's liability to the Supplier shall be limited to the Price. 

(a) Without affecting any other right or remedy available to it, the Purchaser may terminate this Order with immediate effect by giving written notice to the Supplier if the Supplier:

(i) fails to Provide the Deliverables in accordance with this Order;

(ii) commits a material breach of any term of this Order which cannot be remedied or (if such breach is remediable) fails to remedy that breach within 7 days of a written notice from the Purchaser setting out the breach and requiring it to be remedied;

(iii) suspends, or threatens to suspend, payment of its debts; or is unable to pay its debts as they fall due; or admits inability to pay its debts; or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(iv) has a receiver or provisional liquidator appointed over any of its assets, undertaking or income;

(v) is subject to a notice of intention to appoint an administrator or has an administrator appointed in respect of it;

(vi) passes a resolution for its winding-up; or

(vii) has a winding up order made by a court in respect of it.

(b) Without affecting any other right or remedy available to it, the Purchaser may terminate this Order with immediate effect by giving written notice to the Supplier:

(i) in relation to the supply of goods, prior to delivery; and

(ii) in relation to the supply of services, at any time (the Purchaser to pay the Supplier on a pro rata basis for services already Provided).

(c) On the date on which this Order expires or terminates for whatever reason (the “Termination Date”), the following Clauses of this Order will continue in force: 6(a), 8, 10, 16, 17, 18 and 19, together with any other Clauses which expressly or impliedly continue to have effect. All other rights and obligations will immediately cease without prejudice to any rights, obligations, claims (including without limitation claims for damages for breach) and liabilities which have accrued prior to the Termination Date.

(d) Subject to Clause 11(c) above, should the Purchaser choose to accept in whole or in part any Deliverables not provided in accordance with this Order it shall pay to the Supplier a corresponding proportion of the Price as is fair and reasonable taking into account the particular circumstance of the breach.

(a)The Supplier shall comply with all applicable laws, statutes, regulations, and codes relating to:

(i) anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);

(ii) slavery, servitude, forced or compulsory labour or human trafficking (for the purposes of this Clause 12, “Anti-Slavery Laws”).

(b) The Supplier shall comply with the Purchaser's Ethics, Anti-bribery and Anti-corruption Policies, and Anti-Slavery Policy contained in the Purchaser’s
Code of Conduct known as “Doing the right thing – the Severn Trent way” (which is available to view on the Purchaser’s website) including any updates as may
be available from time to time (“Relevant Policies”).

(c) The Supplier shall have and shall maintain in place throughout the duration of this Order its own policies and procedures to ensure compliance with the Relevant
Requirements and the Relevant Policies and will enforce them where appropriate.

(d) The Supplier shall provide such supporting evidence of compliance with Clauses 12(a), (b) and (c) as the Purchaser may reasonably request and promptly notify
the Purchaser of any breach of this Clause 12.

(e)The Parties agree that a breach by the Supplier of any of its obligations under this Clause 12 is a fundamental and repudiatory breach of this Order entitling the
Purchaser to terminate this Agreement immediately on written notice to the Supplier (which shall take effect immediately or on such longer period of notice as
stipulated by the Purchaser). Such right of termination is without prejudice to any other rights and remedies the Purchaser may have at law, equity or under
this Agreement for the Supplier’s breach.

(a) Any notice given under this Order shall be marked for the attention of the specified representative of the Party to be given the notice (as set out below) and:

(i) sent to that Party’s registered office address by pre-paid first class post providing proof of delivery; or

(ii) delivered to or left at that Party’s registered office address.

(b) Any notice given under Clause 13(a) above will be deemed to have been served if given as set out in:

(i) Clause 13(a)(i) above, 9.00am on the second business day after the date of posting; or

(ii) Clause 13(a)(ii) above, at the time it is delivered to or left at that Party’s address.

(c) This Clause 13 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other
method of dispute resolution.

The Parties do not intend that any term of this Order will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person.

(a) The Purchaser will be entitled to assign, novate, sub-contract, transfer, charge, hold on trust for any person and deal in any other manner with any of its
rights under this Order.

(b) The Supplier will not be entitled to assign, novate, sub-contract, transfer, charge, hold on trust for any person or deal in any other manner with any of its rights or obligations under this Order without obtaining the prior written consent of the Purchaser to do so, such consent to be given or withheld at the absolute discretion of the Purchaser.

(a) The Supplier will, for the duration of this Order and for a period of six years thereafter, permit the Purchaser or the representatives of any regulatory authority
(each referred to as an “Auditing Body”), to have access on demand during normal business hours to the Supplier’s premises, systems and relevant records as may be reasonably required in order to:

(i) fulfil any request by any regulatory authority;

(ii) undertake verifications of the accuracy of the charges or identify or investigate suspected fraud;

(iii) undertake verification that the Deliverables are being provided in accordance with this Order and that the Supplier is complying with all other obligations contained in this Order;

(iv) assess and verify the Supplier’s compliance with all Applicable Laws; or

(v) enable the Purchaser to:

• fully comply with all Applicable Laws (including any accounting, tax and filing obligations);
• respond to enquiries by any regulatory authority; or
• deal with enquiries, complaints or claims made by the Purchaser’s customers.

(b) The Purchaser will provide the Supplier with at least 5 business days’ written notice of its intention to conduct an audit, except in cases of suspected fraud
or suspected breach of this Order.

The Parties do not envisage that the provisions of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”) will apply to this Order.

However:

(a) the Supplier will, subject to compliance with Applicable Law, provide to the Purchaser any employee related information which the Purchaser may require from time to time; and

(b) the Supplier will, keep the Purchaser indemnified in full against any Losses arising directly or indirectly in connection with any Supplier employee who is held or alleges that his employment has or should have transferred to the Purchaser (or any replacement supplier) on any date following the date of this Order; and

(c) in the event TUPE applies both Parties will comply with their obligations thereunder.

(a) The Supplier undertakes that it shall keep confidential and shall not, at any time during the term of this Order and for a period of five years after termination
of this Order, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the Purchaser except
as permitted by Clause 18(b) below.

(b) The Supplier may disclose the Purchaser’s confidential information:

(i) to its employees, officers, representatives or advisers to the extent that they need to know such information for the purposes of performing the Supplier's
obligations under this Order; or

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) The Supplier shall ensure that its employees, officers, representatives or advisers to whom it discloses the Purchaser’s confidential information comply with this
Clause 18.

(d) The Supplier shall not use the Purchaser’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in
connection with this Order.

(a) This Order and any non-contractual obligations arising out of or in connection with it will be governed by the law of England and Wales.

(b) The courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with this Order.

Unless otherwise provided in Clause 1, this Order constitutes the entire agreement between the Parties and supersedes any prior agreement or arrangement in respect of its subject matter and neither Party has entered into this Order in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement (whether made by the other Party or any other person and whether made to the first Party or any other person) which is not expressly set out in this Order.

Nothing in this Clause 20 will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation.