dBD Communications – Supplier Terms & Conditions

(Supplier TS & CS V4 12-10-18)

dBD Communications and Management Consultancy LTD is Committed to Dealing Fairly with all our Suppliers. Please ensure you read our full terms and conditions for suppliers which are listed below. Particular points to note are:

Our payment terms are within 30-60 days (Subject to specific agreements) of receipt of goods or services or the date that the invoice is received (whichever is later).
We use a purchase order system for all orders, the purchase order number must be quoted on all invoices.
We pay directly to your bank account
These conditions will apply to the supply of any goods or services unless the organisation expressly agrees alternative terms and conditions in writing. Any other terms and conditions are excluded. These conditions are subject to the following terms by accepting an order the supplier is deemed to have accepted these terms and conditions:
Conditions of Purchase of Goods or Services

1. General
Any order placed by DBD Communications & Management Consultancy Ltd or any of its subsidiary companies ('the company') for the purchase of goods or services is subject to these conditions. No other terms or conditions (including any terms or conditions written on or attached to any sales invoice, delivery note, form, document or correspondence) sought to be imposed by the Supplier shall be included or implied unless agreed upon in writing and signed by authorised representatives of the company and of the Supplier.

2. Variations

Any variation in price, quantity delivery or other terms or conditions agreed verbally shall be confirmed in writing or by fax by the Company and the Supplier within 7 days from the date of such agreement otherwise such variation shall not be binding on either party.

3. Acceptance
The Supplier shall be deemed to have accepted the order and these terms and conditions either by supplying the goods, acknowledging the order in writing or after 7 (overseas orders 14) days from the date of the order, whichever is the earlier.

4. Documentation
All invoices (which shall be valid for VAT purposes), advice notes, delivery notes, packing notes, bills of lading, certificates of insurance and other documents must quote the Company's official Purchase Order Number.

5. Title and Risk
Title to and risk in the goods shall pass to the Company when delivery is made to the Company's premises specified in the Order, unless otherwise agreed in writing by the Company.

6. Prices
Prices shall be net of carriage paid to the Company's premises, unless state otherwise. If carriage is not included, a separate line should be applied to the quote. No change from the quoted price will have effect unless agreed in writing by the Company. The company may advise carrier for goods, orders should not be accepted if carriage costs have not been agreed.

7. Payment
The Company shall pay the net price in the agreed currency, defined by the purchase Order within 30/60 days of the delivery of the goods or the date that the invoice is received whichever is later.
The Company reserves the right to deduct from any monies due to the Supplier under this order the value of any monies owing to it by the Supplier.

8. Rejection Clause
If any of the goods or packages containing the same do not comply with the order or with any terms and conditions including quality, quantity or description, the Company shall be entitled to reject those goods or any part of them within a reasonable time after delivery, irrespective of whether the Company has acknowledged receipt of them.
In the case of latent defects, the Company will be entitled to reject the goods within a reasonable time after becoming aware of the defect.
Any acceptance of such goods shall be without prejudice to any rights that the Company may have against the supplier.
The Company shall be entitled to return any rejected goods at the risk of the supplier and the supplier agrees to pay the costs of carriage.
Unless otherwise agreed in writing any acceptance by the Company of delivery of part only of the goods or services is contingent on the full delivery being made in due course according tothe order and these terms and conditions. If it is not then the Company may reject the partial delivery and rescind the contract at a later date.

9. Quality
The Supplier should maintain a Quality Management System (formal certification by an accredited registrar (UKAS) is preferred). If a QMS cannot be demonstrated the company will carry out an audit to establish control.
The supplier will notify the company of any changes to its QMS and or agreed control processes once approval has been granted by the company.
All interactions verbal, email or written document will be maintained and or recorded. The company can initiate random audits on the supplier to validate the QMS and or accepted control processes.
The company uses Key Performance Indicators (KPIs) to monitor its supply chain. Key Performance Indicators (KPIs) are monitored metrics that “indicate” how well a process or product is performing. KPIs can be either product performance parameters or process performance metrics. KPIs are reviewed annually and are available on request. The company will notify all suppliers if indicators fall outside the agreed parameters.
The goods supplied or services rendered shall comply in every respect with the terms of any specification, conform to any sample submitted, be free from defects in design material and workmanship and be fit for the purposes for which they are required.
In providing any service the Supplier warrants that those performing the service are appropriately qualified, trained and will take all reasonable care and skill in performing those services. When any conditions or standards imposed by Statute or Regulation or otherwise by Government, Local Government or any other official body or person apply to the goods or services, the goods or services shall comply in every respect with such conditions or standards. If there is any fault in the goods or services the Supplier shall (at the Company's option) either, at its cost remedy the fault, replace the faulty goods or perform the services afresh or repay any sums paid under the agreement and accept notice from the Company of repudiation.

10. Delivery
Any time or date specified for delivery of goods or performance of services shall be of the essence of the contract.
If there is any delay in delivery (even if caused by any occurrence outside the Supplier's control) the Company shall be entitled to cancel the contract in whole or part without being liable to compensate the Supplier for any losses arising as a result of such cancellation or to make any payment to the Supplier other than in respect of goods actually delivered or services actually rendered to the Company prior to the date of such cancellation.
Goods classified as dangerous must comply with IATA, ADR & IMDG transportation Regulations, further details can be found here,

11. Servicing
Unless otherwise agreed the Supplier shall in all cases where machinery or equipment is supplied maintain for at least the normal life of the machinery or equipment an adequate stock of spare and replacement parts and components and an adequate number of trained and expert service personnel, to ensure, all necessary maintenance, adjustments or repairs to the machinery or equipment shall be carried out at reasonable expense to the Company with minimum delay.

12. Custody
If the order relates to the application by the Supplier of services (including any process) to goods supplied by the Company to the Supplier for that purpose the following additional conditions shall apply to the contract whether the goods supplied belong to the Company or to any third party.
The Supplier shall be a Bailee of the goods and shall only hold them for the purpose of applying the services thereto.
The Supplier shall at all times while the goods are in its care and control (or the care and control of any agent or contractor to the Supplier) insure the same with a reputable company for the full replacement value thereof against loss, damage or destruction and shall inform the Company forthwith if the goods are lost, damaged or destroyed and pay to the Company the full replacement value of such goods and shall indemnify the Company against any expenses, liability, loss, claim of proceedings by reason of, or in consequence of, such loss, damage or destruction.

13. Breach and Liquidation
The Company shall have the right to terminate the contract with the Supplier immediately if:
The Supplier shall have failed to remedy any minor breach of the terms of any order within 30 days of a written request from the Company specifying the nature of the breach and requiring its remedy, or
The Supplier is in material breach of a fundamental condition of the order as determined by the Company
The Supplier shall go into liquidation whether voluntary or compulsory (save for the purposes of amalgamation or reconstruction) or have a receiver of its assets appointed or in any other way cease to carry on business.
Any such termination shall be without prejudice to the rights of the Company subsisting at the date of such termination and any goods or information belonging to the Company shall be returned promptly.

14. Intellectual Property
The Supplier warrants that the provision of the goods and/or services will not infringe the intellectual property rights of any third party.
The Supplier shall indemnify the Company against any contractual or tortuous liability which it may incur by reason of the sale or use of any goods supplied or services rendered infringing the claims of any patent or other intellectual property right of any other party.
All tools, patterns, blocks, drawings and similar information which are the property of the Company or for which any payment is received from the Company must not be used, destroyed or otherwise disposed of without the Company's written authority.
Any Intellectual Property Rights generated in the performance of services to the Company shall belong solely to the Company.

15. Work on the Company's Premises
The Supplier and its employees’ agents and subcontractors shall at all times whilst on the Company's premises: (a) comply with any rules or regulations issued by the Company and obey any reasonable instructions of the Company and (b) shall in any event at all times comply with the provisions of the Health and Safety at Work Act 1974, any regulations made under it or any amendment to or re-enactment of that act.

16. Indemnity
The Supplier shall indemnify the Company against any liability claims proceedings costs expenses or damages:
in respect of personal injury to, or death of any person whomsoever,
in respect of any injury or damage whatsoever to any property real or personal,
in respect of any loss of any other nature suffered by the company whether direct or indirect, caused by or arising from any defect in any goods supplied or services performed by the supplier and whether arising as a result of any act or omission of the Supplier or as a result of the negligence of the Supplier. The supplier shall adequately insure against its liability arising out of the provisions of this condition.

17. Confidentiality
The Supplier will keep confidential and not disclose to any other person any information relating to the Company, its affairs or its customers which the Supplier receives or acquires as a direct result of the Company placing the order.
The Supplier will comply with any and all relevant obligations imposed by the Data Protection Act 1998, the General Data Protection Regulation (Regulation (EU) 2016/679) and other subordinate legislation or regulations.
On request the Supplier will enter into the Company's standard form confidentiality agreement and/or its standard form data processor agreement, covered by specific NDA’s.

18. Anti-Slavery
The Supplier shall not at any time engage in any practice that amounts to (a) slavery or servitude (each as construed in accordance with Article 4 of the Convention for the Protection of Human Rights and Fundamental Freedoms of 4 November 1950 as amended), (b) forced or compulsory labour (as defined by the International Labour Organisation’s Forced Labour Convention 1930 (No. 29) and Protocol) (c) human trafficking or (d) the arranging or facilitation of the travel of another person with a view to that person being exploited (“Modern Slavery Practice”) and it will procure (so far as is reasonably practicable) that its officers, employees, agents, sub-contractors and any other persons who perform services for or on behalf of it have not and will not at any time engage in Modern Slavery Practice.
The Supplier will, and will procure that its officers, employees, agents, sub-contractors and any other persons who perform services for or on behalf of it will:
comply with all applicable any applicable laws anywhere in the world which relate to anti-slavery or servitude, anti-forced or compulsory labour and/or anti-human trafficking, including the Modern Slavery Act (“Anti-Slavery Laws”);
not do or omit to do any act or thing which constitutes or may constitute an offence under applicable Anti-Slavery Laws;
not knowingly employ or engage in any practices that constitute or may constitute an offence under Anti-Slavery Laws; and
not do or omit to do any act or thing which causes or may cause the Company to be in breach of and/or to commit an offence under any Anti-Slavery Laws.
The Supplier will conduct proper and detailed checks on any agency or person used by the Supplier to provide labour, employees, contractors or other persons to undertake tasks for the Supplier (in each case whether on a permanent or temporary basis) to ensure that any such agency or entity does not engage and has not in the past engaged in any Modern Slavery Practice.

19. Anti-Bribery
The Supplier shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
The Supplier shall ensure that any person associated with it who is performing services or providing goods does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this condition (“Relevant Terms”). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to the Company for any breach by such persons of any of the Relevant Terms.

20. Arbitration
The Company and the Supplier will use their endeavours to negotiate in good faith and settle amicably any dispute arising from placement of the Order. If any dispute cannot be settled amicably through ordinary negotiations within 30 days the matter shall be referred to an arbitrator nominated by the President of the Law Company. The decision of the arbitrator shall be final and binding on the Company and the Supplier. Each party shall bare its own costs and the cost of the arbitrator is to be shared equally.

21. Notices
Any notice to be given under the agreement to the Company must be in writing and sent to its Head Office at 2 Noble Square, Burnt Mills Ind. Est. Basildon, Essex SS13 1LS. Any notice sent to the Supplier shall be deemed effective two days after being sent to its registered office or last known business address.

22. Assignment
The Supplier shall not assign, delegate or subcontract an order or any part of it without prior written consent from the Company. The Company may assign the benefit and/or its obligations under the agreement without notice in advance but shall notify the Supplier where necessary after the event

23. Waiver
Waiver by the Company of any of these conditions of purchase shall not in any way affect the validity of the other conditions or future enforcement of that condition.

24. Applicable Law
These conditions shall be subject to and construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts. In the event that any provision of this agreement is held to be invalid or void it shall be deleted and will not affect the validity of the remaining terms and conditions