GENERAL CONDITIONS OF PURCHASE
Supplier Terms – Last updated 24 July 2017
These conditions shall apply to any contract (“the Contract”) between Soho House UK Limited (“the Purchaser”) and any person, firm or company (“the Seller”) with whom the Purchaser places an order (“the Purchase Order”) for the manufacture and/or supply of any food, beverage or like goods (“the Products”), building materials (the” Provisions”), the supply of any equipment (“the Equipment”) and any service (“the Service”). (The Products, Provisions, Equipment and Service being hereinafter collectively referred to as “the Goods”).
a) The Seller shall give the Purchaser immediate notice of any proposed change in the specification of the Goods (“the Specification”); the Purchaser may refuse to accept such changes.
b) The Seller shall ensure that the Goods comply with the requirements of any applicable status and regulations in effect at the date of delivery and commissioning.
c) The Seller will ensure that all Goods and materials to be provided under the Contract will be fit for the purposes for which the Purchaser requires them (which it is the Seller’s duty to enquire if not known).
It is of the essence of the Contract that the Goods will conform to their description.
The Seller shall not sub-contract any part of its obligations here-unto without the Purchaser’s prior written consent provided that any such sub-contract shall not relieve the Seller of any of its obligations under the Contract.
*4. INSPECTION AND TESTING
a) The Purchaser shall have the right to inspect the Goods at reasonable times during their manufacture or while being stored.
b) Before delivering the Goods the Seller shall inspect and test them for compliance with the specification. If so requested by the Purchaser, the Seller shall permit the Purchaser to attend such inspection and testing and shall supply the Purchaser with copies of records relating thereto.
c) The Seller shall forthwith inform the Purchaser if it appears that the Goods are not in accordance with the specification, drawings or prototype or are unlikely so to accord within the time limits in the Contract; thereupon and without prejudice to the Purchaser’s rights to claim damages or subsequently to repudiate the Contract, the Seller shall deal with the Goods in such manner as the Purchaser may reasonably direct.
a) The Seller shall at its risk and expense deliver the Goods to the location, in the manner and within the time limits in the Contract; any time agreed for the delivery of the Goods shall be deemed to be of the essence of the Contract.
b) The Purchaser shall as soon as reasonably practical give notice to the Seller of loss or damage to the Goods prior to and in the course of delivery. The Seller shall promptly repair or replace such lost or damaged Goods or give credit or refund in respect thereof as the Purchaser shall reasonably request.
6. PASSING OF PROPERTY AND RISK
a) Property in the Goods shall pass to the Purchaser upon signature of the delivery note by the Purchaser or on delivery of the Goods to the appointed main contractor or installer as applicable.
b) Risk in the Goods shall be with the Seller while under its control. Risk in the Goods will only pass to the Purchaser when the Goods come under its control in accordance with clause 5 and not before.
7. INSTALLATION & COMMISSIONING OF THE GOODS
a) Where Goods are to be installed, the Seller shall liaise with the Purchaser to ensure satisfactory installation and commissioning of the Goods and, in particular, shall, in good time provide the Purchaser with all information necessary for the preparation of the installation site and the provision of Service.
b) Where any part of the installation or commissioning of the Goods is undertaken by the Seller’s employees or agents, the Seller shall indemnify the Purchaser against loss, damage, or personal injury arising therefrom.
The Purchaser may by notice to the Seller after delivery reject Goods if any of the conditions of the Contract are broken. The Purchaser shall be entitled to reject the Goods thereupon and without prejudice to the Purchaser’s rights to damages, or to repudiate the Contract, the Seller shall deal with the Goods, at their expense, in such manner as the Purchaser may reasonably direct.
a) The Seller shall if requested by the Purchaser promptly repair or replace any of the Goods which are found to be defective or not in compliance with the specification.
b) The Seller’s duties under sub-clause (a) shall be in addition to those implied in the Contract or by statute or custom and practice.
10. COMPLIANCE WITH LAWS
a) The Seller shall comply with their duties under the Health & Safety at Work Act 1990 and regulations made thereunder.
b) The Seller is responsible for ensuring that any persons who perform services for and on their behalf are also compliant with the provisions of this clause 10.
11. PAYMENT TERMS
The Purchaser shall pay for the Goods within 30 days of delivery of the Goods in accordance with clause 5, expect as varied in any Purchase Order.
The Seller shall indemnify the Purchaser against all losses, costs, claims, expenses, personal injury and damage to property or the Purchaser’s business caused by the Seller, its servants or agents or by the Goods.
13. SELLER’S DUTY TO INSURE
a) The Seller shall insure against its liabilities pursuant to clauses 7(b), 11 and 22 prior to commencement of any work in such sum as may be agreed in writing between the Purchaser and the Seller.
b) The Seller shall on request provide the Purchaser with copies of policies relating to the insurances referred to in this clause in default of which at the Seller’s expense the Purchaser may insure such risks on such terms for such sums as it thinks fit.
a) The Seller shall not reveal any information relating to the Purchaser’s business or its clients which may become known to the Seller through its performance of the Contract or otherwise save only that such information may be disclosed to the extent necessary for the proper performance of the Contract or the minimum extent required by applicable law or a competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction.
b) The Seller shall not without the Purchaser’s prior written consent use any of the Purchaser’s names, logos or trade marks, or the names, logos or trade marks of any affiliate or joint venture of the Purchaser, in connection with the Contract or disclose the existence of the Contract in any publicity material.
15. FORCE MAJEURE
Should the manufacture, delivery or commissioning of the Goods be prevented or delayed by any act or circumstance beyond the Purchaser’s or the Seller’s reasonable control, the Purchaser may cancel the Contract on immediate written notice.
The Seller must arrange, at its own expense, regular audits of its factory premises to be undertaken by a third party. Such audits must be undertaken at least yearly and must be in line with the British Ethical Trading Initiative (or an equivalent agreed with the Purchaser). Prior to commencement of production, the Seller must provide the Purchaser with a copy of its most recent audit or, in the event that there is no audit from the current year, arrange, and share with the Purchaser the results of, an audit on the terms of this clause 17.
The Contract is not assignable by the Seller without the written consent of the Purchaser.
The Purchaser shall be entitled to set off payment of any amount due to the Seller under the terms of this Contract or any other contract between the Purchaser and the Seller.
Any notice or other communication given under this Contract shall (unless specified otherwise) be in writing and may be served by delivering it personally or sending it by pre-paid first-class post or other next working day delivery service to the address set out on the front of this Contract (or to any other address notified by one party to the other in accordance with the terms of this Contract and, pending receipt or deemed receipt of such notice, service on both the old and the new addresses shall be effective). Any such notice shall be deemed to have been received: (i) if delivered personally, at the time of delivery; (ii) in the case of prepaid first-class post, on the second business day after posting; and (iii) in the case of next working day delivery service, at the time recorded by the delivery service, provided that if deemed receipt occurs before 9.00 a.m. on a business day the notice shall be deemed to have been received at 9.00 a.m. on that day and, if deemed receipt occurs after 5.00 p.m. on a business day or on a day which is not a business day, the notice shall be deemed to have been received at 9.00 a.m. on the next business day.
a) If the Seller either (i) becomes insolvent, commits any act of bankruptcy or composition with its creditors, commences liquidation or winding up (other than voluntarily for the purpose of amalgamation or reconstruction) or has a receiver or manager appointed for the benefit of its creditors, or (ii) commits a breach of the Contract and fails to remedy such breach to the satisfaction of the Purchaser within 7 days of being notified of such breach, then the Purchaser may by written notice to the Seller forthwith terminate the Contract with immediate effect without incurring any liability to the Seller and without prejudice to the Purchaser’s rights which may have accrued up to date of termination.
b) The Purchaser may also terminate the Contract with immediate effect by giving written notice to the Seller if the Seller commits a breach of clause 22.
21. FIXED TERM CONTRACTS
Where the Purchaser agrees to accept Goods from the Seller for a fixed term, whether specified in this Contract or not, no notice of termination will be given by the Purchaser to the Seller and the Contract will be deemed to have terminated on the agreed date.
22. ANTI-SLAVERY AND HUMAN TRAFFICKING
In performing its obligations under the Contract, the Seller shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015. The Seller represents and warrants that at the date of the Contract neither the Seller nor any of its officers, employees or other persons associated with it: (i) has been convicted of any offence involving slavery and human trafficking; and (ii) to the best of its knowledge, has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking. The Seller shall implement due diligence procedures for its subcontractors, and suppliers and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains. Further, the Seller shall indemnify the Purchaser against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by, or awarded against, the Purchaser as a result of any breach of this clause 22.
a) These conditions shall apply to the exclusion of any of the Seller’s conditions. This Contract constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Contract.
b) No variation or addition to these conditions shall be effective unless contained on the face of the Purchase Order or in a written instrument signed by a Director or authorised official of the Purchaser.
c) It is agreed between the parties that this Contract is governed by English law and is subject to the exclusive jurisdiction of the English Courts.