1.1. In these Conditions: 'BUYER' means Corin Limited (registered In England under number 01910453), 'CONDITIONS' means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Supplier, 'CONTRACT' means the contract for the sale and purchase of the goods and the supply and acquisition of the Services, 'DELIVERY ADDRESS' means the address stated on the Order, 'GOODS' means the goods (including any instalment of the goods or any part of them) described in the Order, 'ORDER' means the Buyer's purchase order to which these conditions are annexed, 'PRICE' means the price of the Goods and/or the charge for the Services, 'SUPPLIER' means the person so described in the order, 'SPECIFICATION' includes any plans, drawings, data or other information relating to the Goods or Services, and 'WRITING' includes electronic mail, facsimile transmission and any other comparable means of communication.
1.2. Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended re-enacted or extended at the relevant time,
1.3. The headings in these Conditions are for convenience only and shall not affect their interpretation.
2.1. The Order constitutes an offer by the Buyer to purchase the Goods and/or acquire the Services subject to these Conditions.
2.2. These Conditions shall apply to the Contract to the exclusion of any other terms and conditions on which any quotation has been given to the Buyer or subject to which the Order is accepted or purported to be accepted by the Supplier.
2.3. The Order will lapse unless unconditionally accepted by the Supplier in Writing within 3 days of its date.
2.4. No variation to the Order or these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and Supplier.
2.5. The Buyer reserves the right to regard any Order as invalid unless it bears the signature of an authorised representative of the Buyer.
3.1. The quantity, quality and description of the Goods and Services shall, subject as provided in these Conditions, be as specified in the Order and/or in any applicable Specification supplied by the Buyer to the Supplier or agreed in Writing by the Buyer.
3.2. Any Specification supplied by the Buyer to the Supplier, or specifically produced by the Supplier for the Buyer, in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in the Specification, shall be the exclusive property of the Buyer. The Supplier shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Supplier, or as required for the purpose of the Contract.
3.3. The Supplier shall comply with all applicable regulations or other legal requirements concerning the manufacturer, packaging, packing and delivery of the Goods and the performance of the Services.
3.4. The Supplier shall not unreasonably refuse any request by the Buyer to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier or any third party prior to dispatch, and the Supplier shall provide the Buyer with all facilities reasonably required for inspection and testing.
3.5. If as a result of inspection or testing the Buyer is not satisfied that the Goods will comply in all respects with the Contract, and the Buyer so informs the Supplier within 7 days of inspection or testing, the Supplier shall take such steps as are necessary to ensure compliance and delivery of acceptable quality goods in full.
3.6. The Goods shall be marked in accordance with the Buyer's instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.
3.7. Where the Buyer alters its requirement for Goods through its design change procedure, it will provide all pertinent information to the Supplier and amend the Order accordingly, such that the Supplier can provide the Goods to the revised specification.
3.8. Under no circumstances will the Supplier amend the specification of Goods supplied without obtaining prior written consent from the buyer. This clause includes Goods specificed by the Buyer solely by reference to the Suppliers part number and / or published specification document.
3.9. Each delivery of Goods must be accompanied by either a Certificate of Conformity or Certificate of Analysis dependent on which one is seen necessary. This document is to confirm that the Goods comply with the agreed specification, or to confirm any other pertinent point in relation to the Goods as outlined in an “Inspection Criteria Report” that may be issued by the Buyer. Criteria may include, but are not limited to, (i) confirmation of raw material or component supplier, specification or grade, (ii) confirmation of pre-delivery checks that may be required, (iii) confirmation of country of origin, (iii) confirmation of purchase order number, part number and batch number, and so on.
4.1. The Price of the Goods and the Services shall be as stated in the Order and, unless otherwise stated, shall be:
4.1.1. exclusive of any applicable value added tax (which shall be payable by the Buyer subject to receipt of a VAT invoice); and
4.1.2. inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties, imposts or levies other than value added tax.
4.2. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Buyer in Writing. No increase will be backdated, even where the increase is accepted.
4.3. The Buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Supplier, whether or not shown on its own terms and conditions of sale.
5.1. The Supplier shall be entitled to invoice the Buyer on or at any time after delivery of the Goods or performance of the Services, as the case may be, and each invoice shall quote the purchase Order number, Buyer’s part number, Supplier’s part number, part description, price and quantity as a minimum.
5.2. Unless otherwise stated In the Order, the Buyer shall pay the Price of the Goods and the Services within 60 days after the end of the month of receipt by the Buyer of a proper invoice, or, if later, after acceptance of the Goods or Services in question by the Buyer.
5.3. The Buyer shall be entitled to set off against the Price any sums owed to the Buyer by the Supplier.
5.4. The Buyer reserves the right to withhold payment entirely or partially where the quality of either Goods or Services is not to agreed or accepted standards or where the Goods are unfit for the purpose required, or where the goods do not conform to the Specification (whether in whole or in part) or where the delivery dates/instructions are not complied with.
6.1. The Goods shall be delivered to, and the Services shall be performed at, the Delivery Address on the date or within the period stated in the Order, in either case during the Buyer's usual business hours, unless specifically agreed in advance.
6.2. Where the date of delivery of the Goods or of performance of the Services is to be specified after the placing of Order, the Supplier shall give the Buyer reasonable notice of the specified date.
6.3. The time of delivery of the Goods and of performance of the Services is of the essence of the Contract. The Supplier shall inform the Buyer at the earliest opportunity if any event delays the delivery of the Goods or the performance of the Services.
6.4. The Supplier will repair or replace without charge to the Buyer all goods damaged or lost in transit.
6.5. A packing note quoting the Order number, Buyer’s part number, Supplier’s part number, batch number and delivered quantity must accompany each delivery or consignment of the Goods and must be displayed prominently.
6.6. All goods must be packed in minimum of 50 micron plastic bags or as previously agreed with the Buyer and have label quoting the Buyer’s order number and part number as well as quantity and batch number on it as a minimum.
6.7. If the Goods are to be delivered, or the Services are to be performed by instalments, the Contract will be treated as a single contract and not several.
6.8. The Buyer shall be entitled to reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until the Buyer has had a reasonable time to inspect them following delivery, or if later, within a reasonable time after any defect in the Goods has become apparent.
6.9. The Supplier shall supply the Buyer In good time with any instructions or other information required to enable the Buyer to accept delivery of the Goods and performance of the Services.
6.10. The Buyer shall not be obliged to return to the Supplier any packaging or packing materials for the Goods, whether or not any Goods are accepted by the Buyer.
7.1. Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Contract.
7.2. The property of the Goods shall pass to the Buyer upon delivery, unless payment for the Goods is made prior to delivery, when it shall pass to the Buyer once payment has been made and the Goods have been appropriated to the Contract.
7.3. In the case of payment made prior to delivery, the Supplier has a duty of care with regard to the Goods. The risk of loss or damage will still not pass to the Buyer until the Goods have been delivered, in accordance with section 7.1.
8.1. The Supplier warrants to the Buyer that the Goods:
8.1.1. will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier in Writing at the time the Order is placed;
8.1.2. will be free from defects in design, material and workmanship;
8.1.3. will correspond with any relevant Specification or sample; and
8.1.4. will comply with all statutory requirements and regulations relating to the Goods.
8.2.The Supplier warrants to the Buyer that the Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the Buyer to expect in all the circumstances.
8.3. Without prejudice to any other remedy, if any Goods or Services are not supplied or performed in accordance with the Contract, then the Buyer shall be entitled:
8.3.1. to require the Supplier to repair the Goods or to supply replacement Goods or Services in accordance with the Contract within 7 days; or at the Buyer's sole option, and whether or not the Buyer has previously required the Supplier to repair the Goods or to supply any replacement Goods or Services, to treat the Contract as discharged by the Supplier's breach and require the repayment of any part of the Price which has been paid.
8.4. The Supplier shall indemnify the Buyer in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with:
8.4.1. breach of any warranty given by the Supplier in relation to the Goods or Services;
8.4.2. any claim that the Goods infringe, or their importation, use or resale, infringes, the patent, copyright, design right, trademark or other Intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Buyer;
8.4.3. any act or omission of the Supplier or its employees, agents or sub-contractors in supplying, delivering and installing the Goods; and
8.4.4. any act or omission of any of the Suppliers personnel, agents or sub-contractors in connection with the performance of the Service.
8.5. The warranty period relating to the Goods or Services is to be one year from date of supply, or such period as documented in any published specification documents provided by either party, or such period as documented in any commercial agreement or communication between the parties relating to the Goods or Services, whichever is longer.
8.6. Neither the Supplier nor the Buyer shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Goods or the Services, if the delay or failure is beyond the party's reasonable control (Force Majeure). Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party's reasonable control; an act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of either the Supplier or the Buyer or of a third party. This list is not exhaustive.
9.1. The Buyer shall be entitled to cancel the Order in respect of all or part only of the Goods and/or the Services by giving notice to the Supplier at any time prior to delivery or performance, in which event the Buyer's sole liability shall be to pay to the Supplier the Price for the Goods or Services in respect of which the Buyer has not exercised its right of cancellation.
9.2. The Buyer shall be entitled to terminate the Contract without liability to the Supplier by giving notice to the Supplier at any time if:
9.2.1. the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
9.2.2. an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Supplier; or
9.2.3. the Supplier ceases, or threatens to cease, to carry on business; or
9.2.4. the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly.
10.1. Information exchanged between the Buyer and Supplier, whether orally or in writing, shall be treated as commercially confidential.
10.2. The Supplier shall not use, disclose or knowingly permit to be disclosed to any person (except those of its own employees, agents or sub-contractors who need to know the information for the purposes of this order) otherwise than strictly for the purposes of this order or in exercise of the right granted hereunder, any such information of the Buyer without prior written consent of the Buyer and the Supplier shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the parties.
10.3. The Supplier shall not, unless authorised by the Buyer in writing, in any manner advertise or publish the fact that the Supplier has contracted to furnish the Buyer with the Goods and/or Services herein ordered.
10.4. The obligations set out in this clause shall not apply to information which;
10.4.1. is in or enters the public domain (otherwise than by a breach of the receiving party’s confidentiality obligations);
10.4.2. is known to the receiving party at the time of disclosure;
10.4.3. becomes known to the receiving party from an independent source having the right to disclose it without restriction; or
10.4.4. is shown to the reasonable satisfaction of the Buyer to have been generated independently by the receiving party.
10.5. Nothing in this clause shall prevent either party disclosing information received from the other party to the extent required by applicable law or regulatory authority to which such party is subject or pursuant to any order of court or other competent authority or tribunal.
11.1. The Order is personal to the Supplier and the Supplier shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Contract.
11.2. Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
11.3. No waiver by the Buyer of any breach of the Contract by the Supplier shall be considered as a waiver of any subsequent breach of the same or any other provision
11.4. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
11.5. The Contract shall be governed by the laws of England, and the Supplier agrees to submit to the jurisdiction of the English courts.
12.1.1. Modern Slavery Policy means the Buyer's anti-slavery and human trafficking policy as updated by the Buyer and notified to the Supplier from time to time.
12.2. Modern Slavery
12.2.1. The Supplier undertakes, warrants and represents that:
18.104.22.168. neither the Supplier nor any of its officers, employees, agents or subcontractors has:
22.214.171.124.1. committed an offence under the Modern Slavery Act 2015 (a "MSA Offence"); or
126.96.36.199.2. been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
188.8.131.52.3. is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
184.108.40.206. it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy; and it shall notify the Customer immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have, breached or potentially breached any of Supplier’s obligations under this Clause. Such notice to set out full details of the circumstances concerning the breach or potential breach of Supplier’s obligations.
12.2.2. Any breach of this Clause by the Supplier shall be deemed a material breach of the agreement and shall entitle the Buyer to terminate the agreement.
12.3. The Supplier shall ensure that it and all of its staff, agents, contractors and any other party performing its obligations or exercising its rights under or in connection with any Order and/or any other agreement that the Supplier may have with the Buyer, complies at all times with all applicable modern slavery laws, regulations and codes of conduct in all jurisdictions. The Supplier shall, whenever requested by the Buyer, provide evidence of the measures, steps and the relevant laws, regulations and codes of conduct.
13.1. Each Party hereby undertakes that, at the date of the entering into force of the Contract, itself, its directors, officers or employees have not offered, promised, given, authorized, solicited or accepted any undue financial or other advantage of any kind (or implied that they will or might do any such thing at any time in the future) in any way connected with the Contract and that it has taken reasonable measures to prevent subcontractors, agents or any other third parties, subject to its control or determining influence, from doing so.
13.2. The Parties agree that, at all times in connection with and throughout the course of the Contract and thereafter, they will comply with and that they will take reasonable measures to ensure that their subcontractors, agents or other third parties, subject to their control or determining influence, will comply with the following provisions:
13.2.1. Parties will prohibit the following practices at all times and in any form, in relation with a public official at the international, national or local level, a political party, party official or candidate to political office, and a director, officer or employee of a Party, whether these practices are engaged in directly or indirectly, including through third parties:
220.127.116.11. Bribery is the offering, promising, giving, authorizing or accepting of any undue pecuniary or other advantage to, by or for any of the persons listed above or for anyone else in order to obtain or retain a business or other improper advantage, e.g. in connection with public or private procurement contract awards, regulatory permits, taxation, customs, judicial and legislative proceedings.
Bribery often includes: (i) kicking back a portion of a contract payment to government or party officials or to employees of the other contracting Party, their close relatives, friends or business partners or (ii) using intermediaries such as agents, subcontractors, consultants or other third parties, to channel payments to government or party officials, or to employees of the other contracting Party, their relatives, friends or business partners.
18.104.22.168. Extortion or Solicitation is the demanding of a bribe, whether or not coupled with a threat if the demand is refused. Each Party will oppose any attempt of Extortion or Solicitation and is encouraged to report such attempts through available formal or informal reporting mechanisms, unless such reporting is deemed to be counter-productive under the circumstances.
22.214.171.124. Trading in Influence is the offering or Solicitation of an undue advantage in order to exert an improper, real, or supposed influence with a view of obtaining from a public official an undue advantage for the original instigator of the act or for any other person.
126.96.36.199. Laundering the proceeds of the Corrupt Practices mentioned above is the concealing or disguising the illicit origin, source, location, disposition, movement or ownership of property, knowing that such property is the proceeds of crime. “Corruption” or “Corrupt Practice(s)”, as used in this ICC (International Chamber of Commerce) Anti-corruption Clause, shall include Bribery, Extortion or Solicitation, Trading in Influence and Laundering the proceeds of these practices.
13.2.2. With respect to third parties, subject to the control or determining influence of a Party, including but not limited to agents, business development consultants, sales representatives, customs agents, general consultants, resellers, subcontractors, franchisees, lawyers, accountants or similar intermediaries, acting on the Party’s behalf in connection with marketing or sales, the negotiation of contracts, the obtaining of licenses, permits or other authorizations, or any actions that benefit the Party or as subcontractors in the supply chain, Parties should instruct them neither to engage nor to tolerate that they engage in any act of corruption; not use them as a conduit for any corrupt practice; hire them only to the extent appropriate for the regular conduct of the Party’s business; and not pay them more than an appropriate remuneration for their legitimate Services.
13.3. If a Party, as a result of the exercise of a contractually-provided audit right, if any, of the other Party’s accounting books and financial records, or otherwise, brings evidence that the latter Party has been engaging in material or several repeated breaches of Paragraphs 13.2.1 and 13.2.2 above, it will notify the latter Party accordingly and require such Party to take the necessary remedial action in a reasonable time and to inform it about such action. If the latter Party fails to take the necessary remedial action or if such remedial action is not possible, it may invoke a defense by proving that by the time the evidence of breach(es) had arisen, it had put into place adequate anti-corruption preventive measures, as described in Article 10 of the ICC Rules on Combating Corruption 2011, adapted to its particular circumstances and capable of detecting corruption and of promoting a culture of integrity in its organization. If no remedial action is taken or, as the case may be, the defense is not effectively invoked, the first Party may, at its discretion, either suspend or terminate the Contract, it being understood that all amounts contractually due at the time of suspension or termination of the Contract will remain payable, as far as permitted by applicable law.
13.4. Any entity, whether an arbitral tribunal or other dispute resolution body, rendering a decision in accordance with the dispute resolution provisions of the Contract, shall have the authority to determine the contractual consequences of any alleged non-compliance with this ICC Anti-corruption Clause.
13.5. The Supplier shall ensure that it and all of its staff, agents, contractors and any other party performing its obligations or exercising its rights under or in connection with any Order and/or any other agreement that the Supplier may have with the Buyer, complies at all times with all applicable anti-bribery and/or corruption laws, regulations and codes of conduct in all jurisdictions. The Supplier shall, whenever requested by the Buyer, provide evidence of the measures, steps and processes that it takes to ensure compliance with the provisions of this clause and the relevant laws, regulations and codes of conduct.
14.1. Overview of the Sanctioned Countries Bill
188.8.131.52. enable the UK to continue to implement United Nations (UN) sanctions regimes and to use sanctions to meet national security and foreign policy objectives; and
184.108.40.206. enable anti-money laundering and counter-terrorist financing measures to be kept up to date, helping to protect the security and prosperity of the UK and continue to align the UK with international standards.
14.1.2. These matters are currently largely dealt with through the European Communities Act 1972, which will be repealed when the UK withdraws from the European Union (EU)14.2. The UK currently implements over 30 sanctions regimes. These include country-specific sanctions regimes, including in relation to Russia, North Korea and Iran, as well as regimes targeting Da’esh, Al Qaida and other terrorist groups. As part of the North Korea and Syria sanctions regimes alone, the UK has played a key role in designating over 500 individuals and entities who are considered a threat to international peace and security. Sanctions can have a real impact, as shown in the key role they played in bringing Iran to the negotiating table and securing agreement to place robust safeguards on its nuclear programme. There are currently around 2,000 individuals and entities subject to sanctions implemented by the UK. As the Buyer operates in the US as well as in Europe, it needs to comply with US sanctioned countries additionally to those set by the EU. The US currently implements full sanction of six countries; Burma, Côte d’Ivoire (the Ivory Coast), Cuba, Iran, North Korea and Syria. On top of this they have sanctions against certain individuals and organizations in the Balkans, Belarus, Congo, Iraq, Liberia, Sudan and Zimbabwe.
14.3. Sanction countries list is updated from time-to-time and it is the responsibility of the Supplier to keep up-to-date with it.
14.4. Overview of the Anti-Money Laundering Bill
14.4.1. Like sanctions, AML legislation is more effective if it is designed and implemented through international collaboration. The most important source of these internationally-agreed measures is the Financial Action Task Force (FATF), an inter-governmental body that promotes effective implementation of legal, regulatory and operational measures for combating money laundering, terrorist financing and other related threats to the integrity of the international financial system. AML legislation has evolved in response to events, spreading from general criminality to drug enforcement and, lately, terrorist activity. AML legislation has also gradually expanded to include more types of businesses and to impose increased the transparency requirements on transactions. The UK’s legal and regulatory regime has been based largely on four EU-wide money laundering directives that have been implemented by UK regulations. A fifth money laundering directive has been approved at EU level and is likely to come into force in stages in 2019. Some but not all AML regulations are implemented using the ECA 1972 ; other primary legislation includes the Proceeds of Crime Act 2002.
14.5. The Supplier shall ensure that it and all of its staff, agents, contractors and any other party performing its obligations or exercising its rights under or in connection with any Purchase Order and/or any other agreement that the Supplier may have with the Buyer, complies at all times with all applicable sanctioned countries and anti-money laundering laws, regulations and codes of conduct in all jurisdictions. The Supplier shall, whenever requested by the Buyer, provide evidence of the measures, steps and processes that it takes to ensure compliance with the provisions of this clause and the relevant laws, regulations and codes of conduct.
15.1.1. Corin Ltd join many others who are deeply concerned regarding the human tragedies occurring in the Democratic Republic of the Congo and adjoining countries (“Covered Countries”) associated, in part, with the mining of columbite-tantalite (tantalum), cassiterite (tin), wolframite (tungsten) and gold (“Conflict Minerals” or “3T&G”). These minerals originate from various continents, but armed groups engaged in, or interfering with, mining operations within the Covered Countries are believed to subject workers and indigenous people to serious human rights abuses and are using proceeds from the sale of these Conflict Minerals to finance and sustain regional conflicts. The Buyer supports responsible minerals sourcing within the Covered Countries to encourage viable and ethical revenue streams for the local communities. We recognize and support the need to develop programs which allow for improved transparency in 3T&G mining and transport of Conflict Minerals and improved traceability within the 3T&G supply chain.
15.2. The Supplier shall ensure that it and all of its staff, agents, contractors and any other party performing its obligations or exercising its rights under or in connection with any Purchase Order and/or any other agreement that the Supplier may have with the Buyer, complies at all times with all applicable conflict minerals laws, regulations and codes of conduct in all jurisdictions. The Supplier shall, whenever requested by the Buyer, provide evidence of the measures (CMRT report), steps and processes that it takes to ensure compliance with the provisions of this clause and the relevant laws, regulations and codes of conduct.