Conditions of Purchase

1. Definitions

1.1 Objective of policy document

the "Company"   :   means Knauf Insulation Limited;

the "Conditions"   :   means these conditions of purchase and any conditions set that may be set out on the front of the Order;

the "Contract"   :   means any contract for the purchase of Goods or supply of Services between the Company and the Supplier;

the “Goods”   :   means the goods (including any instalment of the goods or any part of them) of whatsoever nature comprised in an Order;

the “Order”   :   means the official written (including electronically transmitted) purchase order made by the Company;

the "Services"   :   means all services of whatsoever nature comprised in an Order;

the "Supplier"   :   means the person to whom the Order is addressed;

the "Work"   :   means any design or building work, manufacturing, installation or implementation of machinery, (technical) equipment and material of any kind (including but not limited to the Goods) carried out by the Supplier as part of the Services, and any reference in these conditions to the Services shall, where applicable, include the Work.

2. Terms of Contract

  1. The Order constitutes an offer by the Company to purchase Goods and/or acquire Services subject to these conditions.  The Company shall be entitled to cancel any Order unless unconditionally accepted by the Supplier within 10 days of the date of the Order. On acceptance by the Supplier of any order from the Company the Contract shall automatically incorporate all the Conditions to the exclusion of all other statements, terms and conditions no matter how or when brought to the Company's attention.  No variation or departure from the Conditions and no other term or condition whatsoever which is not contained herein shall have any force or effect.
  2. Any alteration, variation or amendment to the Order shall be binding on the Company only if it is in writing signed by one of its duly authorised officials.  For the avoidance of doubt the signature of a delivery note or other document submitted by the Supplier or intermediary shall not constitute any variation, amendment or alteration or an acceptance of any conditions of the Supplier.
  3. No responsibility will be accepted by the Company for Goods supplied or Services rendered unless covered by an Order.

3. Packing

Goods are to be securely packed and protected against damage in transit where necessary. All returnable packing materials will be returned to the Supplier if required at the Supplier's expense. The Company will not accept a charge for any such materials. All such materials must be branded or stamped with the Supplier's name and address and marked 'Returnable'.

4. Delivery

  1. All Goods are to be delivered carriage paid (unless otherwise agreed) to the address stated in the Order or as otherwise designated by the Company.
  2. The Property and risk in Goods shall pass when delivery of Goods has been accepted by the Company.
  3. All Goods delivered or Services provided must be in accordance and comply with all relevant legal obligations standards and requirements in force at the time and at the place of delivery. 
  4. It is a condition of the Contract that the quantities stated in the Company's Order shall not be exceeded.  If a lesser quantity is supplied than that so specified in the Order the provisions of Clause 5(4) shall apply. 
  5. Delivery must be in accordance with any delivery dates stated in the Order or on the delivery schedule supplied to the Supplier as part of the Order. Services ordered by the Company must also be provided on the date or within the period stated. 
  6. Time shall be of the essence and failure to deliver acceptable Goods or to provide satisfactory Services by the date stated in the Order or delivery schedule shall constitute grounds for a claim by the Company for any loss it may suffer arising in any way out of such failure and shall entitle it to cancel the Order. 
  7. For the purposes of this clause such loss shall include but not be limited to any loss which the Supplier is expressly or impliedly aware might arise as a consequence of such failure.

5. Prices

  1. If no price is specified in the Order, the price shall not be higher than that last quoted or charged by the Supplier in respect of preceding similar orders unless agreed by the Company in writing prior to the delivery of Goods or supply of Services. 
  2. Where the price of Goods is expressed in any currency other than Sterling and the value of Sterling in terms of that other currency suffers any depreciation between the date of the Order and the date when payment is due hereunder and as a result of such depreciation the amount of Sterling required by the Company to pay or purchase foreign currency to pay for Goods or Services is increased the Company shall be entitled to suspend or cancel the Order.  For the purposes of this provision the value of any other currency in terms of sterling shall at each relevant date mean the middle price of the foreign exchange rate reported in the Financial Times of London as having obtained on those dates and, if no such prices shall be reported or available, shall be determined by reference to the Bank of England or the evidence of foreign exchange dealers in London.
  3. The Company reserves the right to demand that all transactions are priced in Euro.  The Suppliers are expected to have the necessary procedures in place to be able to comply with this requirement.
  4. In the event of the Supplier delivering to the Company a lesser quantity than that specified in the Order the Company shall be bound to pay such proportion of the price which is equal to the proportion of the Order actually delivered bears to the lot of the quantity of the Order.  This provision shall in no way prejudice any claim which the Company may have against the Supplier in respect of any loss caused by the Supplier's failure to supply the quantity ordered. 

6. Invoices and Payment

  1. An advice or despatch note stating the Company's order number, article number for each individual product, route, wagon number (if any) and how Goods are addressed must accompany Goods and an invoice must be posted separately to the Company by first class postage for each delivery on the same day (time being of the essence) as Goods are despatched except where a form of consolidated invoicing has been agreed.
  2. Without prejudice to the Supplier's obligation to deliver in accordance with Clause 4 where Goods are collected by a carrier hired by the Company an additional copy of the advice note must be handed to the carrier when Goods are collected. 
  3. Unless otherwise expressly agreed in writing invoices and accounts are due for payment on the last day of the month following that in which the invoice is dated.  Any discount arrangements will be as shown on the face of the relevant invoice. 
  4. Where cash discounts are available for prompt payment a statement to this effect must accompany the invoice.
  5. Failure to observe any terms of these Conditions may delay settlement of the Supplier's account but notwithstanding such delay the Company shall be entitled to take advantage of any cash discount notified pursuant to Clause 6(4).

7. Rejection of Goods

  1. The Company shall be entitled to reject any Goods or any portion of Goods which are defective or in its opinion do not comply with the specification contained in the Order within a period of 30 days from the date of delivery or at the time of performance whichever is the later or, alternatively, shall be entitled to demand from the Supplier to make good any defects with all possible speed at the Suppliers expense.
  2. Detailed advice of all Goods rejected will be sent to the Supplier who shall be entitled to examine them within 10 days from the date of despatch of the rejection advices.  Thereafter the Company shall be entitled to return the rejected Goods to the Supplier at the Supplier's risk and expense and shall not be obliged to make a contract with a carrier on any particular or reasonable terms.
  3. The following provisions shall apply in respect of Goods imported from overseas
    (a) Bills of Lading of Goods from overseas must be marked "Free inspection and sampling allowed".
    (b) No such inspection and sampling shall constitute acceptance by the Company of Goods.
    (c) Should such inspection and sampling in the Company's opinion prove the Goods not to be in accordance with the Order, the Company shall be entitled to reject such portion thereof as shall be in default or the whole Order.
  4.  In the event of a rejection of any portion (as the whole) of the Goods pursuant to this Clause the Company shall notify the Supplier whether it wishes the Supplier to replace the rejected Goods and if so within what period but otherwise upon the terms of the original Order – unless amended in writing
  5. If the Company notifies the Supplier that it does not wish the Supplier to replace the rejected Goods the Company shall be entitled to cancel the Order in respect portion (or whole) and obtain supplies elsewhere charging any difference in price in addition to any other suffered arising out of the Supplier's breach of contract to the Company.
  6. All Goods rejected pursuant to this Clause remain at the Supplier's sole risk.
  7. If requested by the Company a Certificate of Origin shall be furnished by the Supplier.

8. Quality of Goods and Services

  1. All Goods supplied shall be guaranteed by the Supplier to be of satisfactory quality and reasonably fit for the purpose for which they are purchased where that purpose is stated either expressly or implicitly by the Company.
  2.  All Services provided by the Supplier shall be in accordance with the description and specification stated in the Order and/or the underlying contract.  The Supplier warrants that all Services supplied shall be performed with diligence, care and skill to be expected of a properly qualified and experienced person in the Supplier's profession or business in performing services of a similar type, scope, complexity and purpose to Services.
  3. The Supplier is bound by any representation or warranty appearing in its quotation or literature preceding the Order and acknowledges that the Company has relied upon the same in placing this Order. 
  4. The Health and Safety at Work Act 1974 Section 6(8) shall not apply to relieve the Supplier of any liability for safety or risks to health arising from goods or materials supplied.  The Supplier shall apply technical specifications and health and safety data sheets prior to commencement of any supply of Goods or Services.
  5. The Supplier shall deliver with each consignment:
    (a) adequate information about any article supplied for use at work concerning the use for which it is designed and has been tested and about any condition necessary to ensure that when put to use, it will be safe and without risk to health;
    (b) adequate information about the result of any relevant tests which have been carried out on or in connection with a substance supplied for use at work and about any condition necessary to ensure that it will be safe and without risk to health when properly used.
    (c) adequate information about any Goods relating to any feature or characteristic of Goods not generally known within the industry which could render the use thereof or the results of such use in any way dangerous to health.

9. Additional Terms relating to the Work

  1. Where Services include any Work to be carried out, the terms contained in this clause shall apply in addition to (but not to the exclusion of) the other terms contained in the Conditions.
  2. Prior to the commencement of Work, the Supplier must ensure that it and all its equipment used and employees involved in carrying out the Work comply with all laws and (safety) regulations relevant to any particular Work and a representative of the Supplier must make himself/herself known to the representative or contact of the Company at the site or place determined in the Order or Contract where the Work is to be carried out.
  3. On request by the Company, the Supplier carrying out Work must provide method statements COSSH information and any other information related to the safe performance of the Order or Contract
  4. The Company may at any time by written notice either by itself or by an engineer appointed by it for the supervision of Work, require the Supplier to vary the Work and any Goods supplied in connection therewith and if any such variation results in an increase or decrease of the initial price fixed for Work, such price shall be adjusted in accordance with the criteria employed by the parties at the time of making the Order or Contract to calculate and determine the initial price. 
  5. The Supplier shall forthwith withdraw from any site or place of performance of Work and substitute any employee whom the Company requires the Supplier to withdraw.
  6. The time for completion of Work shall be as stipulated in the Order or Contract or, if no such time is fixed, Work shall be completed within a reasonable time.  Risk and property in the work shall pass upon the written acceptance of the Work by the Company. 
  7. The Company shall be entitled to reject Work within 30 days from the date of completion under the same conditions which would entitle it to reject Goods under Clause 7, save that the Supplier shall make good by repair or replacement with all possible speed at its expense any defect in or damage to any part of Work which may occur during 12 months after completion and which arise either from any defective materials, workmanship, design or from any act or omission of the Supplier done or omitted during carrying out Work.

10. Indemnity

The Supplier shall indemnify the Company in full in respect of all losses, liabilities, damages, costs and expenses or injury, physical or financial, involving any person or property and against any action, claim, demand, costs, charges or expenses awarded against or incurred or paid by the Company as a result of or in connection with:

(a) breach of any warranty given by the Supplier in relation to Goods or Services;

(b) any fault or alleged fault in relation to Goods or Services;

(c) any breach or failure to comply with these Conditions;

(d) any other act, omission or negligence of the Supplier, its officers, employees, agents or sub-contractors in supplying and delivering Goods or Services.

11. Return of samples etc

Samples, drawings, tools, surplus or scrap materials or any other property of whatsoever nature of the Company supplied to the Supplier in connection with an Order must be returned to the Company on completion of the Order or on prior request and must be properly consigned by the Supplier, carriage and insurance paid.

12. Intellectual Property

  1. All technical data, drawings, reports, documents and information whatsoever which the Company submits to the Supplier in connection with the Order or Contract (and the copyright therein) shall remain the Company's property and must not be copied or shown to any third party without the Company's written express consent being obtained in advance and in any event upon the condition of a similar condition being imposed upon such third party.
  2. The Company shall be entitled to all intellectual property rights created specifically for the purpose of the Order or the Contract.
  3. The Supplier undertakes not to supply to any other person any items of the Company's design but to refer all enquiries or orders for such items to the Company.
  4. The Supplier shall indemnify the Company on demand against all losses, liabilities, damages, costs and expenses whatsoever suffered or incurred by the Company directly or indirectly arising from the use by the Company of Goods and/or Services supplied by the Supplier under any Order or Contract.

13. Force Majeure

The Company shall be entitled to suspend the delivery of or cancel the Order in the event of and shall not be liable for any failure to perform any of its obligations arising in any way out of accident, strike, lock-out, war, civil disturbance, governmental regulation or restriction, Act of God, strikes or industrial disputes, force majeure or any other cause of whatsoever nature outside the Company's control. 

14. Implication of Government Standard Terms

If Goods or Services which are the subject of the Order are required in connection with any Government contract it will be so stated on the face of the Order which will then be subject to the Government's standard contract terms or to any special Government terms stated, copies of which can be seen by the Supplier on request to the Company. 

15. Insurance

  1. Any insurance which the Supplier is required by the Company to arrange hereunder shall be against loss or damage from any cause whatsoever with a reputable insurance company which shall be notified of the Company's interest and requested to endorse the policy appropriately. On request by the Company, the Supplier shall produce evidence of such insurance and the payment of insurance premiums to the Company. 
  2. If the Supplier fails to comply with this requirement, the Company shall have the right to arrange for insurance cover and shall be entitled to be reimbursed by the Supplier the expenses or, alternatively, cancel the Order or contract and claim for all losses, damages, costs and expenses which the Company might suffer as a result.

16. Prevention of Modern Slavery Act

The Supplier represents and warrants that the Supplier has procured and shall procure for each Order that no slavery or human trafficking takes place or has taken place within parts of its own business or in any of its supply chains.

The Supplier shall notify KI in writing promptly if it becomes aware or has reason to believe that Supplier’s organisation or any of its agents or subcontractors have breached or potentially breached this Section 16. Such notice shall set out full details of the circumstances concerning the breach or potential breach of Supplier’s obligations.                  

Any breach of this Section 16 by the Supplier shall be deemed a serious contractual violation according to Section 18 and shall entitle KI to immediately terminate this Agreement and/or any Purchaser to immediately terminate its Orders.

17. Confidentiality

The Supplier shall maintain and shall procure that each of its employees, sub-contractors, servants and agents maintains confidential at all times all information (including but not limited to the Order, any contract, technical data, sketches, drawings, photographs, tools, scrap material and documents)  in whatever form disclosed to it by the Company and shall promptly return to the Company all such information at the Company's request.

18. Termination

Without prejudice to any rights it may have, the Company may terminate any Contract by written notice in the event of any breach by the Supplier of the Contract or upon presentation of a petition for an administration for winding up or bankruptcy order against the Supplier, the appointment of a receiver of the Supplier's assets or any of them, the passing of a resolution to wind up by the Supplier or the making of any proposal for a voluntary arrangement or scheme of arrangement by the Supplier, or if it appears to the Company that the Supplier is or is likely to become unable to pay its debts or meet any of its contractual obligations or if the Supplier ceases or threatens to cease to carry on all or any material part of its business.

19. General

  1. The Supplier shall not assign the benefit of the Order or sub-contract any of its obligations hereunder without the prior written consent of the Company.  Following any such consent by the Company any sub-contract shall impose an obligation on the sub-contractor to comply with the terms and conditions of the Order concerned.
  2. All Goods and Services shall be produced, sold and delivered or performed (as the case may be in strict compliance with all applicable laws, regulations and instruments to which the Goods and/or Services are subject.
  3. The Company is a member of the Knauf Group of companies.  Accordingly the Company may perform any of its obligations or exercise any of its rights under the contract by itself or through any other member of the Knauf Group acting as its agent, provided that any act or omission of any such other Group member shall be deemed to be the act or omission of the Company.
  4. No waiver by the Company of any breach of the Order or Contract by the Supplier shall constitute a waiver of any prior or subsequent breach and the Company's rights shall not be affected by any delay, failure or omission to enforce or any forbearance granted in respect of any obligation of the Supplier.
  5. If any term or provision of the Conditions, an Order or Contract is declared by any judicial or other competent authority in whole or in part to be void, voidable, illegal or otherwise unenforceable that term or provision or part shall to that extent be deemed not to form part of any agreement and the enforceability of the remainder of any agreement shall not be affected.
  6. The Order or Contract and the Conditions and all matters arising therefrom shall be governed and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.

APPENDIX

Tools and Materials

  1. All tools loaned by the Company for the purpose of manufacture of goods shall at all times remain the property of the Company and must be returned to the Company on completion of the relevant Order or on prior request.  Such tools shall not be used for the manufacture of any items other than those comprised in an Order.
  2. The Supplier will be responsible at its own expense for the proper and skilful use, care and maintenance to the Company's satisfaction of such tools until they are returned to the Company.
  3. When such tools are returned to the Company, the Company shall be entitled to claim from the Supplier all costs incurred by the Company in making good any damage due to the Supplier's failure to observe the aforesaid obligation provide that this sub-clause shall not be taken to limit in any way other legal rights which the Company may possess against the Supplier.
  4. Where the Order included the manufacture of tools for which the Company agreed to bear fixed proportion of the cost the Company shall be entitled to purchase such tools. The price payable shall be either the balance of the cost or such proportion of the balance as shall be reasonable bearing in mind the use of such tools shall have had whichever is lesser.
  5. The following additional provisions shall apply to any material or tools loaned by the Company to the Supplier. 

    (a) Unless the Supplier refuses to accept delivery when tendered for valid reasons such delivery of the material or tools to the Supplier shall be conclusive of the fact that the Supplier has examined the material or tools and has found them to be complete and in good order and condition and in every way satisfactory to it. The Company shall not be liable to provide the Supplier with any replacement material or tools.

    (b) The Supplier shall not sell or offer for sale, assign, mortgage, pledge, underlet, lend or in any way part with material or tools or any interest therein and shall not permit the creation of any charge or lien thereon.

    (c) The Supplier shall not suffer the material or tools or any part thereof to be seized or taken out of his possession or control under any legal process but if any goods or part thereof are so seized will notify the Company forthwith and indemnify it against all losses, costs, charges, damages, and expenses incurred by reason or in respect thereof.

    (d) The Company shall not be liable for loss, liability, claim or proceeding in respect of any loss of damage of whatsoever nature and howsoever caused arising out of or in connection with the material or tools or the use thereof by the Supplier or its servant or agents provided that if the Company is held liable in respect of any such claim the Supplier shall indemnify the Company accordingly.

    (e) The Supplier shall permit the Company or its authorised representatives at all reasonable times to inspect the material or tools and for that purpose to enter upon any premises in which the material or tools may be situate and shall grant reasonable facilities for such inspection.

    (f) If the Supplier shall call any meeting of its creditors or enter into any liquidation or have a receiver of any of its assets appointed to do or cause to be done or permit or suffer any act or thing whereby the Company's right in the material or tools may be prejudiced or put in jeopardy then and in any such case the Company may forthwith without notice terminate the loan and repossesses the material or tools.
     
  6. If any materials or tools of the Company shall come into the possession of the Supplier they shall be insured by the Supplier against all loss or damage caused by normal insurable risk.
  7. For the purposes of this Clause "tools" includes tools, jigs, fixtures, gauges or equipment of whatsoever nature used to manufacture goods.