Metadata Technology Ltd

Purchase Order Terms and Conditions for Goods, Services and Deliverables

 

1       GENERAL

1.1          These terms and conditions apply to every order placed by Metadata Technology Ltd ('Metadata Technology') with any individual, firm or company ('the Supplier').

1.2          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 or implied.

1.3          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 In the absence of such acceptance, the Supplier shall be deemed to have withdrawn or waived their terms or conditions and to contract solely on the basis of Metadata Technology's terms and conditions, and acceptance of any goods and / or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. 

2       PRICE

2.1          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. 

3       PURCHASE ORDER

3.1          The goods and / or services and / or deliverables supplied under the contract shall: 

i.           conform as to the quantity, type, sort, quality and description; 

ii.         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

iv.       comply with any current legislation and standards specified and where no standard is specified comply with the relevant British Standards or equivalent.

4       DELIVERY OF GOODS AND / OR DELIVERABLES AND / OR PERFORMANCE OF SERVICES

4.1          All goods and / or deliverables and/or services ordered by Metadata Technology shall be delivered or performed at the cost of the Supplier.

4.2          Failure to deliver the goods or deliverables or perform the services by the date specified on the purchase order shall entitle Metadata Technology to cancel the contract without notice.

4.3          All goods and / or deliverables shall be delivered to the address specified in the purchase order.

4.4          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.

4.5          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.

4.6          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:

i.                     to set a new date for carrying out of further tests without affecting its other rights and remedies;

ii.                   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.

4.7          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 has title.

4.8          Any goods lost or damaged in transit shall be restored or replaced by the Supplier at the Supplier's expense to Metadata Technology's satisfaction.

4.9          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. 

4.10       The Supplier agrees to provide a 12 month warranty in respect of all goods supplied to Metadata Technology. 

5       METADATA TECHNOLOGY REMEDIES

5.1          If the Supplier fails to deliver the goods and / or deliverables and / or perform the services in accordance with these terms and conditions, Metadata Technology shall, without limiting its other rights and remedies have one or more of the following rights:

5.1.1         to reject the goods, services, and/or deliverables (in whole or part) as not being in conformity with these terms and conditions and to return them to the Supplier, at the Supplier's own risk and expense. In which event Metadata Technology may terminate this Agreement for irremediable, material breach on the part of the Supplier and the Supplier shall (without affecting any of Metadata Technology’s other rights and remedies) immediately refund to Metadata Technology all fees previously paid to the Supplier under the purchase order;

5.1.2         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; and

5.1.3         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.

6       INTELLECTUAL PROPERTY

6.1          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.

6.2          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.

6.3          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.

6.4          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.

7       INVOICES, PAYMENT AND SET OFF

7.1          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. 

7.2          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.

7.3          Metadata Technology shall make payment within 30 days of receipt of a valid invoice from the Supplier.

7.4          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.

8       INDEMNITY AND INSURANCE

8.1          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.

9       LIABILITIES

9.1          Neither party shall exclude liability for death, personal injury or fraud.

10     CONFIDENTIALITY

10.1       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

11     PUBLICITY

11.1       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.

12     DISPUTE RESOLUTION

12.1       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.

13     TERMINATION

13.1       In addition to clause 4.2 and 14.1, 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.

14     GENERAL

14.1       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.

14.2       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.

14.3       Notices:  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.

14.4       Waiver:  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.

14.5       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.

14.6       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.

14.7       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.

14.8       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.

14.9       Statutory 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.

14.10   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.

15     ENTIRE AGREEMENT

15.1       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 expressly excluded.

16     TERMS AND CONDITIONS SPECIFIED

16.1       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.