Purchase Order Terms
and Conditions for Goods, Services and Deliverables
These terms and conditions apply to every order
placed by Metadata Technology Ltd ('Metadata Technology') with any individual,
firm or company ('the Supplier').
Metadata Technology shall place an order
exclusively by issuing a written purchase order to the Supplier which is only
valid if on Metadata Technology headed paper, entitled Purchase Order and showing a Metadata Technology purchase order
number. No other form of instruction shall constitute an order whether express
No terms or conditions in or attached to any
catalogue, web site, invoice or other sales literature or document or tender or
proposal or email or dispatch / delivery advice note of the Supplier which are
inconsistent with these terms and conditions or which purport to add to or vary
them in any way shall have any effect unless expressly accepted by Metadata
Technology in writing. In the absence of such acceptance, the Supplier shall be
deemed to have withdrawn or waived their terms or conditions and to contract
solely on the basis of Metadata Technology's terms and
conditions, and acceptance of any goods and / or services and / or deliverables
shall not constitute or be deemed to constitute acceptance by Metadata
Technology of the Supplier's terms or conditions. The contract shall commence and the Supplier will be contractually bound upon
the despatch of a purchase order by Metadata Technology.
The price to be paid for the goods and / or
services and / or deliverables is set out in the purchase order is a fixed
price unless specifically indicated within the purchase order and shall be
exclusive of VAT. No variation of such price shall be effective unless agreed
in writing between the Supplier and Metadata Technology.
The goods and / or services and / or deliverables
supplied under the contract shall:
conform as to the quantity, type, sort,
quality and description;
be fit for the purpose made known to the
Supplier expressly or by implication and in this respect Metadata Technology
shall rely on the Supplier's skill and judgement;
iii. be new
(unless otherwise specified in the purchase order) and of sound materials and
skilled and careful workmanship; and
with any current legislation and standards specified and where no standard is
specified comply with the relevant British Standards or equivalent.
DELIVERY OF GOODS AND / OR DELIVERABLES AND / OR
PERFORMANCE OF SERVICES
All goods and / or deliverables and/or services ordered
by Metadata Technology shall be delivered or performed at the cost of the
All goods and / or deliverables shall be delivered
to the address specified in the purchase order.
Metadata Technology shall not be deemed to have
accepted any goods, services or deliverables until it
has undertaken acceptance tests to inspect, test and / or re-test the goods,
services and / or deliverables to ensure compliance with these terms and
conditions. Metadata Technology shall be deemed to have accepted the goods,
services and / or deliverables when they have passed the acceptance tests.
Metadata Technology shall confirm acceptance as soon as possible following acceptance.
If any acceptance tests are not passed the
failures that cause the relevant test to be failed shall be documented by
Metadata Technology and presented to the Supplier to rectify the failures. The
supplier shall promptly rectify the failures at no additional cost to Metadata
Technology to ensure that the goods, services and / or deliverables pass the
acceptance tests on a retest.
If the retest demonstrates that the affected
goods, services and / or deliverables still do not pass the acceptance tests,
Metadata Technology may elect as its sole option:
to set a new date for carrying out of further
tests without affecting its other rights and remedies;
to deem the Supplier to have failed to deliver
the goods and / or services and / or deliverables and exercise one or more of
the rights in clause 5.1.
Risk and title in the goods and / or
deliverables shall only pass to Metadata Technology on acceptance of the goods and
/ or deliverables when delivered to the address in the purchase order. Metadata
Technology also reserves the right to take possession of all goods to which it
Any goods lost or damaged in transit shall be
restored or replaced by the Supplier at the Supplier's expense to Metadata
If, at any time within 3 months from the date of
delivery, the goods and / or deliverables and/or services fail to comply with
the purchase order, Metadata Technology may reject the whole or any part of the
goods and / or deliverables and/or services. Metadata Technology may accept
replacement goods / services from the Supplier at the Supplier's expense.
The Supplier agrees to provide a 12 month
warranty in respect of all goods supplied to Metadata Technology.
METADATA TECHNOLOGY REMEDIES
to accept that portion of the goods, services
and / or deliverables that have been delivered and accepted subject to a
reduction in the price which shall be a reasonable valuation. If the parties
cannot agree a valuation within 14 days of Metadata Technology’s notice,
Metadata Technology shall be entitled to reject the goods, services and / or
deliverables in accordance with clause 5.1.1;
to require the Supplier to repair or replace the
rejected good and / or deliverables, or re-perform the affected services, or to
provide a full refund of the price of the rejected goods, services, and / or
deliverables if paid.
Metadata Technology retains ownership of all
intellectual property rights in all documents provided by Metadata Technology
in connection with or arising out of the contract.
The Supplier grants to Metadata Technology a
perpetual, royalty-free, irrevocable non-exclusive licence (with right to
sub-licence) to use all intellectual property rights in the goods and / or
services supplied to the extent that it is necessary to fulfil its obligations
under the contract.
Intellectual property rights and other rights in
the goods and services shall vest in the party from whom the goods and services
originate unless the goods and / or services are produced for Metadata
Technology as bespoke. If the latter, the rights shall vest in Metadata
Technology upon their creation.
In the event of any breach of any such
intellectual property rights the Supplier shall indemnify Metadata Technology, unless Metadata Technology is responsible for
the breach in question.
INVOICES, PAYMENT AND SET OFF
Detailed priced invoices, which shall be valid
VAT invoices, shall be sent by post to Metadata Technology at the address
detailed in the purchase order. If
agreed by Metadata Technology, invoices may be sent electronically.
Invoices shall be sent immediately after
delivery of goods is made or completion of the service or acceptance of a
service deliverable by Metadata Technology and shall bear Metadata Technology's
purchase order number.
Metadata Technology shall make payment within 30
days of receipt of a valid invoice from the Supplier.
Metadata Technology may set off against any sums
due to the Supplier whether under this contract or otherwise any lawful set off
or counterclaim to which Metadata Technology may at any time be entitled.
INDEMNITY AND INSURANCE
The Supplier shall hold and keep Metadata technology
indemnified in full against all costs, expenses, damages and losses (whether
direct or indirect), including any interest, fines, legal and other
professional fees and expenses awarded against or incurred or paid by Metadata
Technology due to or arising out of the performance of the contract or any
breach by the Supplier of these terms and conditions or any term or obligation
implied by law or any statutory provision that may be in force from time to
time. The Supplier shall at all times have sufficient insurances in place and provide
written evidence to Metadata Technology upon request.
Neither party shall exclude liability for death,
personal injury or fraud.
The Supplier shall treat all confidential
information belonging to Metadata Technology as confidential and safeguard it accordingly; and shall not disclose any confidential
information without the prior written consent of Metadata Technology
The Supplier shall not, without the prior
written permission of Metadata Technology, advertise or disclose to any third
party that it is providing the goods and / or services to Metadata Technology.
The parties shall attempt in good faith to
negotiate a settlement to any dispute arising out of or in connection with this
agreement. In the event a settlement cannot be reached within a reasonable time
or within one month of the dispute arising (whichever is the shorter period),
the parties may exercise any remedy it has under applicable law.
In addition to clause 4.2
if at any time after the commencement of the contract the Supplier commits: a
material or persistent breach of the Contract and (if such a breach is
remediable) fails to remedy that breach within 7 days after receiving notice of
the breach; commits a material breach which cannot be rectified, then Metadata
Technology may terminate the contract with immediate effect.
Force majeure: Neither party shall be liable to
the other as a
result of any delay or
failure to perform its obligations under the Contract if and to the extent such
delay or failure is caused by an event or circumstance which is beyond the
reasonable control of that party which by its nature could not have been
foreseen by such a party or if it could have been foreseen was unavoidable. If
such event or circumstances prevent the Supplier from supplying the Goods
and/or Services for more than 4 weeks, Metadata Technology shall have the
right, without limiting its other rights or remedies, to terminate this
Contract with immediate effect by giving written notice to the Supplier.
Assignment and subcontracting: The
Supplier shall not assign, transfer, charge, subcontract
or deal in any other manner with all or any of its rights or obligations under
the Contract without the prior written consent of Metadata Technology.
Any notice or other communication required to be given under or in
connection with this Contract shall be in writing and shall be delivered to the
other party by prepaid first-class post.
No delay, neglect or forbearance on the part of
either party in enforcing against the other party any term or condition of the
contract shall either be or be deemed to be a waiver or in any way prejudice
any right of that party under this contract.
No partnership: Nothing in the Contract is
intended to, or shall be deemed to, constitute a partnership of any kind
between any of the parties.
Contracts (Rights of Third Parties) Act 1999: A
person who is not a party to the Contract shall not have any rights under or in
connection with it.
Variation: Any variation, including any
additional terms and conditions, to the Contract shall only be binding when
agreed in writing and signed by Metadata Technology.
Severance: of any provision in this contract
shall in whole or in part be held to any extent to be unlawful or unenforceable
under any enactment or rule of law, the remainder of the provisions shall stand
in full force and effect.
Requirements: the Supplier shall comply with all
statutes, orders, regulations or bye laws applicable to the performance of this
contract and shall indemnify Metadata Technology against all losses, claims or
liabilities, expenses, proceedings or otherwise as a result of the Suppliers
noncompliance with the same.
Governing law and jurisdiction: The Contract
shall be governed by, and construed in accordance with, English law, and the
parties irrevocably submit to the exclusive jurisdiction of the courts of
England and Wales.
These terms and conditions and the purchase
order shall comprise the entire terms and conditions of the contract superseding
all previous drafts, agreements, arrangements and understandings between the
Supplier and Metadata Technology whether written or oral in relation to the
subject of the purchase order, and the Supplier's terms and conditions shall be
TERMS AND CONDITIONS SPECIFIED
These terms and conditions will apply unless
Metadata Technology specifies different terms and conditions. If different terms and conditions are
specified by Metadata Technology, those terms will override the purchase order
terms and conditions and will apply instead of these.