Terms & Conditions Of Purchase
1. Definitions
1.1. In these Terms:
1.1.1. “Company” means Dunton Environmental Ltd and / or Dunton Technologies Ltd.
1.1.2. “Supplier” means the party supplying goods, works or services.
1.1.3. “Main Contract” means the contract between the Company and its Client.
1.1.4. “Supply” means the goods, works or services provided by the Supplier.
2. Back-to-Back Obligations
2.1. The Supplier shall assume all obligations of the Company under the Main Contract insofar as they relate to the Supply.
2.2. The Supplier shall not cause or contribute to the Company being in breach of the Main Contract.
3. Scope and Performance
3.1. The Supplier shall:
3.1.1. Provide the Supply in a proper, safe and workmanlike manner;
3.1.2. Provide all labour, plant, materials and equipment unless stated otherwise;
3.1.3. Comply with all instructions issued by the Company;
3.1.4. Ensure the Supply is fit for its intended purpose.
3.2. Where design forms part of the Supply: The Supplier warrants that the design and Supply shall be fit for purpose.
4. Programme and Delay
4.1. The Supplier shall comply with any programme issued by the Company.
4.2. The Supplier shall ensure adequate resources are provided.
4.3. The Supplier shall be liable for:
4.3.1. Delay;
4.3.2. Disruption;
4.3.3. Inefficiency.
4.4. The Company may recover from the Supplier:
4.4.1. Liquidated damages imposed under the Main Contract;
4.4.2. Associated costs and losses;
4.4.3. Management and administration costs.
5. Variations
5.1. Variations shall only be valid if instructed in writing by a Director of the Company.
5.2. The Supplier shall:
5.2.1. Provide a fully detailed quotation within 5 working days;
5.2.2. Identify any programme implications.
5.3. No payment shall be made for verbal or unapproved instructions.
6. Payment
6.1. The Supplier shall submit applications or invoices monthly unless otherwise agreed.
6.2. Payment terms shall be 60 days from the due date.
6.3. The Company may:
6.3.1. Set-off any sums due from the Supplier;
6.3.2. Withhold payment in respect of:
6.3.2.1. Defective Supply
6.3.2.2. Delay
6.3.2.3. Non-compliance with the Contract
6.4. Where permitted by law, payment to the Supplier may be conditional upon receipt of payment from the Client.
7. Liability and Indemnity
7.1. The Supplier shall indemnify the Company against:
7.1.1. All losses, damages and costs;
7.1.2. Third-party claims;
7.1.3. Defective goods, works or services;
7.1.4. Delay and disruption impacts.
7.2. The Supplier’s liability shall be the greater of:
7.2.1. The Contract value; or
7.2.2. £5,000,000.
7.3. Liability shall be unlimited in respect of:
7.3.1. Death or personal injury;
7.3.2. Fraud:
7.3.3. Wilful default.
8. Insurance
8.1. The Supplier shall maintain:
8.1.1. Employers Liability Insurance – £10,000,000;
8.1.2. Public Liability Insurance – £10,000,000;
8.1.3. Professional Indemnity Insurance – £5,000,000 (where applicable).
8.2 Evidence of insurance shall be provided prior to commencement.
9. Quality and Defects
9.1. The Supplier shall ensure all Supply:
9.1.1. Complies with the Contract;
9.1.2. Is free from defects;
9.1.3. Meets all relevant standards and specifications.
9.2. The defects liability period shall be 24 months from completion.
9.3. The Company may:
9.3.1. Require the Supplier to rectify defects;
9.3.2. Carry out rectification works itself or through others;
9.3.3. Recover all associated costs from the Supplier.
10. Health, Safety and Environment
10.1. The Supplier shall:
10.1.1. Submit Risk Assessments and Method Statements at least 14 days prior to commencement;
10.1.2. Comply with CDM Regulations;
10.1.3. Comply with all Company health, safety and environmental procedures.
10.2. The Company may remove any personnel from site for:
10.2.1. Unsafe behaviour;
10.2.2. Breach of Company procedures.
11. Compliance and Ethics
11.1.The Supplier shall comply with the Compay’s:
11.1.1. Anti-Bribery and Corruption Policy;
11.1.2. Whistleblowing Policy;
11.1.3. Code of Business Conduct;
11.1.4. Data Protection Policy;
11.1.5. Modern Slavery Policy;
11.1.6. Equal Opportunities Policy;
11.1.7. VINCI Construction Code of Ethics.
11.2. The Supplier shall:
11.2.1. Operate with honesty and integrity;
11.2.2. Prohibit bribery, corruption and unethical conduct;
11.2.3. Ensure compliance throughout its supply chain.
11.3. The Company may:
11.3.1. Carry out audits;
11.3.2. Suspend or terminate the Contract for non-compliance.
12.1 Termination
12.1. The Company may terminate the Contract immediately for:
12.1.1. Health and safety breaches;
12.1.2. Poor performance or persistent delay;
12.1.3. Insolvency;
12.1.4. Breach of compliance obligations.
12.2. Upon termination, the Company may:
12.2.1. Complete the Supply itself or through others;
12.2.2. Recover all resulting costs and losses from the Supplier.
13. Commercial Protections
13.1. The Supplier shall not:
13.1.1. Assign the Contract;
13.1.2. Subcontract any part of the Supply without prior written consent.
13.2. The Supplier shall not exercise any lien or retention over the Works or materials.
13.3. The Supplier shall:
13.3.1. Maintain confidentiality of all Company information;
13.3.2. Not solicit or employ Company personnel during the Contract and for 12 months thereafter.
14. Dispute Resolution and Governing Law
14.1. Any dispute may be referred to adjudication in accordance with the Scheme for Construction Contracts.
14.2.This Contract shall be governed by the laws of England and Wales.
