VIEW BASKET
WISE Worksafe Ltd - Terms of Purchase
1. Definitions and Interpretation
Business Day means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Buyer/We/Our/Us means WISE Worksafe Ltd whose registered office is at Unit 5, The IO Centre, Hearle Way, Hatfield, AL10 9EW.
Conditions means these terms and conditions as amended from time to time in accordance with clause 19.7.
Confidential Information means any and all information and data of a confidential or proprietary nature in whatever form and on whatever media (whether written, oral, visual, electronic, magnetic or other media) which includes: commercial, financial, business, customer, supplier, marketing, third party, technical or other information (including, inventions, ideas, designs, formulae, strategies, software, know-how and trade secrets); the fact that discussions are taking place concerning these Conditions; any information that is identified as being of a confidential or proprietary nature; any information which at the time of disclosure is or should be regarded as confidential or proprietary having regard to the nature of the information and the circumstances of the disclosure; and any information, findings, data or analysis derived from the afore-mentioned.
Control shall be as defined in section 1124 of the Corporation Tax Act 2010 and the expression change of control shall be interpreted accordingly.
Contract means the contract between You and Us for the supply of Goods or Services or Goods and Services in accordance with these Conditions.
Data Protection Legislation means (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.
Data Controller, Data Processor, Personal Data shall have the meanings given in the Data Protection Legislation.
Deliverables means any documents, products and materials created or developed by or on behalf of You as part of or in connection with the provision of the Services.
Delivery Date shall be the date set out in the Order.
Delivery Location means the address or addresses for delivery of the Goods or performance of the Services as set out in the Order or such other address as notified by Us to You.
Effective Date shall be the date that the Order is accepted by You either expressly or by conduct in accordance with clause 2.2.
EU GDPR means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
Goods means the goods and related accessories, spare parts and documentation and other physical material set out in the Order or understood by the parties to be included in the goods and to be supplied by You to Us.
Goods Specification means any specification for the Goods, including related plans and drawings, agreed in writing by Us and You.
Intellectual Property Rights includes patents, copyright, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, know-how and trade secrets and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the World.
Mandatory Policies means Our policies and codes of conduct including those relating to anti-bribery, modern slavery, ethics, corporate and social responsibility as notified by Us to You from time to time or otherwise made available to You on our website.
Order shall mean the purchase order submitted by Us.
Our Materials means all documents, information, items and materials in any form (whether owned by us or a third party), which are provided by Us to You in connection with the Services.
Price shall be the price specified in the Order.
Services means the services, including any Deliverables, set out in the Order or understood by the parties to be included in the services to be supplied by You to Us.
Services Commencement Date shall be the date set out in the Order, or if no date is so specified, this shall be the same as the Effective Date.
Supplier/You/Your/Yours means the person, organisation, company or body from whom We agree to purchase Goods or Services.
UK GDPR has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
Your Materials means all documents, information, items and materials in any form (whether owned by You or a third party), which are used by You in connection with the provision of the Goods and/or Services, but excluding the Deliverables.
1.1. Clause headings shall not affect the interpretation of these Conditions.
1.2. Unless the context otherwise requires, words in the singular shall include the plural and in the plural, shall include the singular.
1.3. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.4. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.5. A reference to writing or written excludes fax but not email.
2. Basis of Contract
2.1. The Order constitutes an offer by Us to purchase Goods or Services or Goods and Services from You in accordance with these Conditions.
2.2. The Order shall be deemed to be accepted on the earlier of: (a) You issuing written acceptance of the Order; or (b) any act by You consistent with fulfilling the Order; at which point the Contract shall come into existence.
2.3. These Conditions apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. Supply of Goods
3.1. You warrant and undertake to Us that the Goods shall:
3.1.1. correspond with their description and any applicable Goods Specification;
3.1.2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by You or made known to You by Us, expressly or by implication, and in this respect We rely on Your skill and judgement;
3.1.3. where they are manufactured, be free from defects in design, materials and workmanship and remain so for 24 months after the Delivery Date; and
3.1.4. comply with all applicable laws, regulations, regulatory policies, guidelines or requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods including all relevant quality standards applicable to such Goods.
3.2. You shall ensure that You have and maintain all the licences, permissions, authorisations, consents and permits that You need to carry out Your obligations under the Contract in respect of the Goods.
3.3. We may inspect and test the Goods at any time before delivery. You shall remain fully responsible for the Goods despite any inspection or testing by Us and any such inspection or testing shall not reduce or affect Your obligations under the Contract.
3.4. If following such inspection or testing We consider that the Goods do not comply or are unlikely to comply with Your undertakings at clause 3.1, We shall inform You and You shall immediately take such remedial action as is necessary to ensure compliance.
3.5. We may, at Your expense, conduct further inspections and tests after You have carried out Your remedial actions.
4. Delivery of Goods
4.1. You shall ensure that:
4.1.1. the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
4.1.2. each delivery of the Goods is accompanied by a delivery note which shows the date of the order, the order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), the weight of the Goods, any special handling or storage instructions and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.1.3. it states clearly on the delivery note any requirement for Us to return any packaging material for the Goods to You. Any such packaging material shall only be returned to You at Your cost.
4.2. Unless We notify You otherwise, You shall deliver the Goods:
4.2.1. on the Delivery Date;
4.2.2. to the Delivery Location; and
4.2.3. during Our normal hours of business or as instructed by Us.
4.3. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
4.4. If You:
4.4.1. deliver less than 95% of the quantity of Goods ordered, We may elect to reject the Goods; or
4.4.2. deliver more than 105% of the quantity of Goods ordered, We may elect in Our sole discretion to reject the Goods or the excess Goods,
and any rejected Goods shall be returnable at Your risk and expense. If You deliver more or less than the quantity of Goods ordered, and We accept the delivery, You shall make a pro rata adjustment to the invoice for the Goods.
4.5. You shall not deliver the Goods in instalments without Our prior written consent. Where it is agreed that Goods may be delivered in instalments, they may be invoiced and paid for separately. However, Your failure to deliver any one instalment on time or at all or any defect in an instalment shall entitle Us to the remedies set out in clause 6.
4.6. Title and risk in the Goods shall pass to Us on delivery of the Goods (whether in full or in part if delivery is made by instalments) at the Delivery Location.
5. Supply of Services
5.1. You shall from the Service Commencement Date and for the duration of the Contract supply the Services to Us in accordance with the terms of the Contract.
5.2. You shall meet any performance dates for the Services and time is of the essence in relation to any of those performance dates.
5.3. In providing the Services, You shall:
5.3.1. co-operate with Us in all matters relating to the Services, and comply with all of Our instructions;
5.3.2. perform the Services with the best care, skill and diligence in accordance with best practice in Your industry, profession or trade;
5.3.3. use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that Your obligations are fulfilled in accordance with the Contract;
5.3.4. ensure that the Services and Deliverables will conform with all descriptions and specifications and that the Deliverables shall be fit for any purpose that We expressly or impliedly make known to You;
5.3.5. provide all equipment, tools and vehicles and such other items as are required to provide the Services;
5.3.6. use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Us, will be free from defects in workmanship, installation and design;
5.3.7. obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
5.3.8. comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Services including all relevant quality standards applicable to such Services and the Mandatory Policies;
5.3.9. observe all health and safety rules and regulations and any other security requirements that apply at any of Our premises;
5.3.10. hold Our Materials in safe custody at Your own risk, maintain Our Materials in good condition until returned to Us, and not dispose or use Our Materials other than in accordance with Our written instructions or authorisation; and
5.3.11. not do or omit to do anything which may cause Us to lose any licence, authority, consent or permission upon which We rely for the purposes of conducting Our business, and You acknowledge that We may rely or act on the Services.
6. Our Remedies
6.1. If You fail to deliver the Goods and/or perform the Services by the applicable date, We shall, without limiting or affecting other rights or remedies available to Us, have one or more of the following rights:
6.1.1. to terminate the Contract with immediate effect by giving written notice to You;
6.1.2. to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which You attempt to make;
6.1.3. to recover from You any costs incurred by Us in obtaining substitute Goods and/or Services from a third party;
6.1.4. to require a refund from You of sums paid in advance for Services that You have not provided and/or Goods that You have not delivered; and
6.1.5. to claim damages for any additional costs, loss or expenses incurred by Us which are in any way attributable to Your failure to meet such dates.
6.2. If the Goods are not delivered by the Delivery Date, We may, at Our option, claim or deduct 2% of the price of the Goods for each week’s delay in delivery by way of liquidated damages, up to a maximum of 10% of the total price of the Goods. If We exercise Our rights under this clause 6.2 We shall not be entitled to any of the remedies set out in clause 6.1 in respect of the Goods’ late delivery.
6.3. If You have delivered Goods that do not comply with the undertakings set out in clause 3.1 or have performed Services which do not comply with clauses 5.3.2, 5.3.4 and 5.3.6, then, without limiting or affecting other rights or remedies available to Us, We shall have one or more of the following rights:
6.3.1. to terminate the Contract with immediate effect by giving written notice to You;
6.3.2. to reject the Goods or the Deliverables, as applicable, (in whole or in part) whether or not title has passed and to return them to You at Your own risk and expense;
6.3.3. to require You to repair or replace the rejected Goods or reperform the affected Services within a reasonable timeframe, or to provide a full refund of the price of the rejected Goods or Services;
6.3.4. to refuse to accept any subsequent delivery of the Goods or Services which You attempt to make;
6.3.5. to recover from You any expenditure incurred by Us in obtaining substitute Goods or Services from a third party; and
6.3.6. to claim damages for any additional costs, loss or expenses incurred by Us arising from Your failure to supply Goods in accordance with clause 3.1 or Services in accordance with clauses 5.3.2, 5.3.4 and 5.3.6.
6.4. These Conditions shall extend to any substituted or remedial services and/or repaired or replacement Goods supplied by You.
6.5. Our rights under the Contract are in addition to any rights and remedies implied by statute and common law.
7. Our Obligations
7.1. We shall:
7.1.1. provide such necessary information for the provision of the Goods and/or Services as the You may reasonably request; and
7.1.2. provide access to Our premises or facilities as may reasonably be requested by You and agreed with You in writing in advance, for the purposes of these Conditions.
8. Pricing and Payment Terms
8.1. In consideration of the provision of the Goods and/or Services by You, We agree to pay the Price.
8.2. The Price shall be inclusive of the costs of packaging, insurance and carriage of the Goods and include all of Your costs and expenses directly or indirectly incurred in connection with the supply of the Goods and/or performance of the Services.
8.3. Unless otherwise agreed by the parties in writing, You shall invoice Us after completion of delivery of the Goods and/or on completion of the Services (as applicable). Notwithstanding the Delivery Location, all invoices shall be sent to Us at the address indicated on the order.
8.4. We shall pay each invoice properly and correctly submitted to Us within 30 days net monthly of receipt of the invoice, or such other date as agreed in writing between the parties in the Order. Payments shall be made to the bank account nominated in writing by You from time to time.
8.5. The Price does not include any VAT or other governmental taxes, duties, fees and levies (“Taxes”). If Taxes are payable in respect of the Price, We shall be liable for payment of such Taxes.
8.6. We may at any time, without notice to You, set off any of Your liability to Us against any liability of Us to You, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by Us of Our rights under this clause shall not limit or affect any other rights or remedies available to Us under the Contract or otherwise.
8.7. You shall maintain complete and accurate records of the time spent and materials used by the You in providing the Services, and You shall allow Us to inspect such records at all reasonable times on request.
8.8. If We fail to make any payment due to You under the Contract by the due date for payment, then We shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 3% a year above the Bank of England's base rate from time to time. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be due, from 14 days after the dispute is resolved until payment.
9. Intellectual Property
9.1. We own any Intellectual Property Rights existing in Our Materials. We grant You a personal, non-exclusive, non-transferable licence to use Our Materials strictly for the purposes of performing your rights and obligations under the Contract
9.2. You own any Intellectual Property Rights existing in Your Materials. You grant Us a personal, non-exclusive, non-transferable licence to use Your Materials for the purposes of receiving and using the Services and Deliverables and/or Goods..
9.3. You assign to Us, with full title guarantee and free form all third party rights, all Intellectual Property Rights in the Deliverables. You shall obtain waivers of all moral rights in the Deliverables to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.
10. Limitation on Liability
10.1. Nothing in the Contract shall limit or exclude Our liability for:
10.1.1. death or personal injury caused by Our negligence, or the negligence of Our personnel, agents or sub-contractors; or
10.1.2. fraud or fraudulent misrepresentation.
10.2. Subject to clause 10.1, We shall not have any liability to You whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profits, goodwill, business opportunities or anticipated savings or benefits, or for any loss of corruption of data or for any indirect or consequential loss arising under or in connection with the Contract.
10.3. Our total aggregate liability to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the Price paid by Us under the Contract in the 12 months preceding the date the liability arose or £50,000, whichever is the lower.
11. Representations and Warranties and Undertakings
11.1. You represent, warrant and undertake to Us that:
11.1.1. You have full capacity and authority to enter into and to perform the Contract;
11.1.2. there are no actions, suits or proceedings or regulatory investigations pending or to Your knowledge, threatened against or affecting that party before any court or administrative body that might affect Your ability to meet and carry out Your obligations under the Contract; and
11.1.3. You conduct Your business in a manner that is consistent with the Mandatory Policies.
12. Indemnity
12.1. You shall indemnify Us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Us arising out of or in connection with:
12.1.1. any claim made against Us for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services or Deliverables (excluding Our Materials);
12.1.2. any claim made against Us by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables to the extent that the defects in the Goods or Deliverables are attributable to the acts or omissions of You, Your employees, agents or subcontractors;
12.1.3. any claim made against Us by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services or Deliverables, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by You, Your employees, agents or subcontractors;
12.1.4. any breach of the Mandatory Policies.
12.2. This clause 12 shall survive termination of the Contract.
13. Confidential Information
13.1. Each party undertakes at any time during the term of the Contract, and for a period of 5 years after termination, not to disclose, copy or use any Confidential Information except as permitted by clause 13.2.
13.2. Each party may disclose the other party's Confidential Information to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14. Data Protection
14.1. Both parties will act as independent Data Controllers in relation to any Personal Data processed under the Contract and agree to comply with applicable obligations under the Data Protection Legislation.
14.2. To the extent that You process any Personal Data as a Data Processor in Your performance of the Contract the provisions of clause 14.1 will not apply and the parties will endeavour to agree appropriate data processing terms.
15. Reporting and Audit
15.1. You shall:
15.1.1. maintain a complete set of records to trace the supply chain of all Goods and Services provided to Us in connection with the Contract; and
15.1.2. permit Us and Our third party representatives, on reasonable notice during normal business hours, but without notice in case of any reasonably suspected breach of the Mandatory Policies or applicable laws, to have access to and take copies of Your records and any other information and to meet with Your personnel to audit Your compliance with Your obligations, with the Mandatory Policies and all applicable laws.
16. Termination and Consequences of Termination
16.1. Without affecting any other right or remedy available to Us, We may terminate the Contract:
16.1.1. with immediate effect by giving written notice to Us if:
16.1.1.1. there is a change of Control of Your business; or
16.1.1.2. Your financial position deteriorates to such an extent that in Our opinion Your capability to adequately fulfil Your obligations under the Contract has been placed in jeopardy; or
16.1.1.3. You commit a breach of clauses 13 or 14, the Mandatory Policies or applicable law,
16.1.2. for convenience by giving You 30 days' written notice.
16.2. Without affecting any other right or remedy available to it, either party may terminate the Contract immediately on written notice to the other if:
16.2.1. the other party commits a material breach of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days of being notified in writing to do so;
16.2.2. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
16.2.3. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party;
16.2.4. an application is made to the court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
16.2.5. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
16.3. On termination of the Contract, You shall immediately deliver to Us all Deliverables whether or not then complete and return all of Our Materials. If You fail to do so within a reasonable timeframe, then We may enter Your premises and take possession of them. Until they have been returned or delivered, You shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
16.4. The expiry or termination of the Contract shall not affect the accrued rights, remedies, obligations or liabilities of the parties under it existing at expiry or termination.
16.5. The following clauses shall continue in force: clause 9 (Intellectual Property), clause 10 (Limitation of Liability), clause 12 (Indemnity), clause 13 (Confidentiality), clause 14 (Data Protection), clause 16 (Consequences of Termination), clause 17 (Force Majeure), clause 18 (Insurance), clause 19(General) and any other provision of these Conditions which expressly or by implications is intended to continue.
17. Force Majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 60 days or more, the party not affected may terminate the Contract by giving 14 days’ written notice to the other party.
18. Insurance
During the term of the Contract and for 6 years thereafter, You shall, at Your expense, maintain in force with a reputable insurance company, adequate insurance covering the supply of the Goods and/or Services (and the Deliverables) and Your liabilities under the Contract including as a minimum employer’s liability insurance for no less than £10,000,000, public liability insurance for no less than £5,000,000 and product liability insurance for no less than £5,000,000 in each case. You shall, on Our request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
19. General
19.1. Dispute Resolution: Subject to Your and Our rights and remedies under the Contract, You and We agree to use all reasonable efforts to negotiate and amicably resolve any disputes in relation to the Contract by senior level negotiations.
19.2. Publicity: Neither party shall make any public announcement regarding the existence or subject matter of the Contract without the prior written consent of the other party.
19.3. Notices: Any notice given in respect of the Contract shall be deemed to have been given: (a) if delivered personally (including by courier) to either party at their respective addresses indicated on the Order, or at such other address as may be notified by either party from time to time in writing, at the time of delivery or if sent by prepaid, recorded delivery, or first class post in the UK, 2 Business Days after posting or if outside the UK 7 Business Days after posting; or (b) if delivered by email, to either party at their respective email addresses indicated on the Order, or at such other email address as may be notified by either party from time to time in writing, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume, unless in each case the sender receives a bounce back or delivery failure notification.
19.4. Assignment: You shall not assign nor in any manner transfer any interest or claim in the Contract to any third party, unless authorised in advance in writing by Us.
19.5. Sub-contracting: You may only sub-contract Your rights or obligations under the Contract with Our prior written consent.
19.6. Severability: If any provision of the Contract (or part of any provision) is held by any competent authority to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
19.7. Amendment: No amendment or variation of the Contract shall be effective unless it is in writing and signed by an authorised representative of the parties.
19.8. Entire Agreement: The Contract constitutes the whole Agreement between the parties and supersedes all previous Agreements between the parties relating to its subject matter.
19.9. No Partnership or Agency: Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise bind the other in any way.
19.10. Third Party Rights: A person who is not a party to the Contract may not enforce any of its terms under the Contract (Rights of Third Parties) Act 1999.
19.11. Costs: Each party shall pay their own costs and expenses incurred by it in connection with the entering into of the Contract.
19.12. Law and Jurisdiction: The Contract and any non-contractual rights or obligations arising out of or in relation to it, shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England shall have the exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
WISE Worksafe Ltd, Unit 5, The Io Centre, Hearle Way, Hatfield, Hertfordshire, AL10 9EW
Company registration no. 8096906
March 2025