1. Definitions

1.1  “Buyer” means Altus Science Limited, a company incorporated in England and Wales under company number 07832730, with its registered office at Park House, Manor Park Court, Manor Park Avenue, Runcorn, Cheshire, United Kingdom WA7 1TL.

1.2  “Supplier” means the supplier of goods to the Buyer.

1.3  “Goods” means the items, components, or materials described in the Buyer’s purchase order.

1.4  “Services” means any services to be provided by the Supplier to the Buyer.

1.5  “Purchase Order” means the agreement between Buyer and Supplier for the purchase and supply of Goods and/or Services.

2. Application of Terms & Conditions

These Terms & Conditions apply to all purchase orders by the Buyer. No other terms shall apply unless agreed in writing by both parties.

3. Orders and Acceptance

3.1 Purchase orders issued by the Buyer constitute an offer to buy the Goods and/or Services.

3.2 The Supplier accepts the order by confirming in writing or by dispatching the Goods and/or Services. By accepting our purchase order, you acknowledge and agree to these Terms & Conditions.

3.3 In event that Goods are to be manufactured in accordance with a specification from Buyer, Buyer may make changes to the specification at any time upon reasonable advance notice to the Supplier. If such changes result in delay or additional expense to Supplier, Supplier and Buyer will negotiate an equitable adjustment of price and delivery schedules.

3.4 Supplier agrees to notify Buyer in writing of any changes it plans to make that may affect the stability or performance of any Goods or of its plans to discontinue manufacturing or distribution of Goods at least 180 days before making the changes. These changes include, but are not limited to, changes in raw materials or their suppliers, or in manufacturing procedures, location or processes, labelling including Material Safety Data Sheets (“MSDS”), or published specifications. Buyer will have the right, but not the obligation, to review and approve the proposed changes; however, Buyer’s review and approval shall not relieve Supplier of the obligation to deliver Goods that meets the agreed upon specification.

3.5 Buyer may terminate its purchase order in whole or in part to the Supplier at any time prior to the delivery. In the event of termination of an order, Buyer will only be liable for incurred reasonable costs and not include any anticipatory profits.

4. Delivery, Risk, and On-Site Work

4.1 Delivery shall be made in accordance with INCOTERMS® 2020 DDP (Delivered Duty Paid) to the Buyer’s designated address, unless otherwise agreed in writing.

4.2 Title and Risk in the Goods shall pass to the Buyer upon delivery.

4.3 The Buyer may cancel the order if the Goods and/or Services are not delivered on time without any payment being due. The Buyer may claim damages to the amount of 1% of the net price of the purchase order per calendar day, up to a maximum of 10%.

4.4 On Site Services and Health & Safety; Supplier will ensure that any Personnel including its subcontractors attending Buyer’s premises in connection with delivery of all Goods and/or Services are suitably qualified, experienced and competent for the tasks they are undertaking, comply with a) health and safety laws, b) site-specific safety procedures and protocols in place on Buyer’s premises, c) other directions regarding safe working as Buyer may direct including attending mandatory site inductions and wearing of appropriate PPE (Personal Protective Equipment. Buyer reserves the right at its absolute discretion to refuse to admit to or remove from its premises any  Personnel who in Buyer’s opinion are unable to comply with this clause.

4.5 Use of subcontractors; The Supplier remains fully responsible for the acts, omissions and performance of its subcontractors as if they were its own employees. The Supplier must ensure that subcontractors are contractually bound to comply with all relevant obligations under these Terms & Conditions, including but not limited to confidentiality, insurance and safety.

4.6 The Seller shall supply the Buyer with delivery instructions or other information required to enable the Buyer to accept delivery of the Goods and performance of the Services. Buyer reserves the right to refuse deliveries outside of the hours of Monday-Friday 9am-4pm and/or if suitable offloading equipment has not been provided by the Seller or pre-agreed with the Buyer.

5. Quality and Inspection

5.1 Goods and/or Services must conform to the specifications, samples, or descriptions provided and be free from defects.

5.2 The Buyer may reject Goods and/or Services that do not comply with the purchase order.

5.3 Rejected Goods will be returned at the Supplier’s expense and risk.

6. Price and Payment

6.1 Prices are as stated in the purchase order and include all costs, duties, and taxes unless otherwise agreed.

6.2 No increase in the price may be made without the prior consent of the Buyer.

6.3 Payment terms will be 30 days from the date of a valid invoice, unless agreed otherwise.

7. Warranties and Liability

7.1 The Supplier warrants that Goods and/or Services are fit for purpose, of satisfactory quality, and comply with all applicable laws.

7.2 The Supplier shall indemnify the Buyer against any loss or damage resulting from: Defective Goods or Services, injury or damage to persons or property caused by Supplier personnel, subcontractors, or materials while on the Buyer’s or Customer’s premises, or breach of these terms and conditions.

7.3 Unless expressly agreed otherwise in writing, the guarantee period for Goods, including any replacements and repaired items, shall be twenty-four (24) months and twelve (12) months for Services. The guarantee period begins upon acceptance of the delivery of Goods and/or Services to the Buyer.

8. Insurance
8.1 The Supplier shall, at its own expense, maintain the following minimum insurance coverages:
a) Public Liability Insurance of at least £2,000,000 per occurrence;
b) Employer’s Liability Insurance as required by law;
c) Product Liability Insurance of at least £2,000,000;
d) Professional Indemnity Insurance (if providing design or consultancy services) of at least £500,000.
8.2 The Supplier shall provide evidence of insurance upon request and ensure all subcontractors carry equivalent coverage.
8.3 Insurance must remain valid for the duration of the contract and any applicable warranty period.

9. Compliance

9.1 The Supplier must comply with all applicable UK and international laws and regulations, including those relating to product safety, export/import controls, trade, health and safety, environmental, anti-bribery, manufacture, packaging, packing and delivery of the Goods and performance of the Services.

9.2 The Supplier shall ensure compliance with the Modern Slavery Act 2015, and all personnel and subcontractors must be lawfully employed and treated fairly.

10. Data Protection and Confidentiality

10.1 Supplier shall comply with the provisions of the UK General Data Protection Regulation (“UK GDPR”) and the Data Protection Act 2018 (“DPA”) where it acts as a data controller in the storage and processing of Buyers data.

10.2 Technical data provided by the Buyer to the Supplier, or specifically produced by the Seller for the Buyer, including data, specifications, inventions, drawings may only be used by Supplier as necessary for executing obligations under the Purchase order. Supplier may not use Buyer information for any other purposes, including copying Buyer products for itself or for others. Buyer’s provision of information to Supplier shall not be deemed to transfer any proprietary rights in such information to Supplier, and all rights and title remain with Buyer. Supplier shall consider the purchase order itself, as well as any related work and deliveries, as proprietary information and shall treat them confidentially.

10.3 Any equipment provided by the Buyer to the Seller to support with execution of the Purchase order is restricted from any other use or purpose and will be returned to the Buyer upon request.

11. Force Majeure

Neither party shall be liable for delays or failures caused by events beyond their reasonable control, provided the affected party gives prompt notice.

12.  Governing Law and Jurisdiction

These Terms & Conditions and any Contract arising from them shall be governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the English courts.