Terms Of Purchase

CONDITIONS OF PURCHASE

The Supplier’s attention is drawn in particular to the provisions of clause 11

  1. Definitions and Interpretation
    • In these Conditions, the following definitions apply:

Arville: means the relevant Arville Group Company as specified in the Order;

Arville Group Company: means Arville Textiles Limited (CRN 00493783), Arville Fabrication Limited (CRN 00056871), Arville Coating Limited (CRN 15543647) and Arville Belting Limited (CRN 00347271) or any other company whose ultimate parent company is Arville Holdings Limited (CRN 07219475), all of whom have their registered office at Arville House, Sandbeck Way, Wetherby, LS22 7DQ;

Arville Materials: has the meaning set out in clause 9;

Arville Policies: means each of Arville’s Right to Work Policy, Anti-Bribery & Anti-Corruption Policy, Equality & Diversity Policy, Anti-Slavery Policy, Quality Policy, Environmental Policy, and Health and Safety Policy each as amended from time to time;

Background IPR: means any and all Intellectual Property Rights relating to the Contract in existence and owned by either Party as at the date of the Order which are required for the manufacture and supply of the Goods, the supply of Services and/or the exploitation of the Foreground IPR;

Business Day: means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;

Conditions: means the terms and conditions set out in this document as amended from time to time in accordance with clause 21.2;

Confidential Information: means any and all information provided by either Party under the Contract that is either: (i) marked as being confidential (or in the case of verbal discussions is later confirmed in writing to be confidential); or (ii) information (however communicated) that is of a type that the other Party could reasonably have been expected to know that the information was confidential;

Contract: means the contract between Arville and the Supplier for the sale and purchase of the Goods in accordance with these Conditions and which incorporates the Order;

Delivery Date: means the date specified in the Order, or, if none is specified, within 7 days of the date of the Order;

Delivery Location: means the address for delivery of Goods as set out in the Order;

Force Majeure Event: has the meaning given in clause 20;

Foreground IPR: all Intellectual Property Rights in the Goods and Services, other than the Supplier’s Background IPRs;

Framework Agreement: means the agreement which governs the relationship between Arville Textiles Limited and the Supplier, dated on or before the date on which these Conditions were agreed to by the Parties;

Free Issue Material: means any material supplied by the Supplier to Arville free of charge;

Goods: means the goods (or any part of them) as set out in the Order;

Goods Specification: means any specification for the Goods, including any related plans and drawings, that is agreed in writing by Arville and the Supplier;

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including 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;

Party: means, as appropriate, either of Arville or the Supplier (and, collectively, the Parties);

Order: means Arville’s order for the Goods and/or Services, as set out in Arville’s purchase order form, attached to these Conditions;

Services: means the Services (or any part of them) as set out in the Order;

Service Specification: means any specification for the Services that is agreed in writing by Arville and the Supplier; and

Supplier: means the person or firm from whom Arville purchases the Goods, as detailed in the Order.

 

  • In these Conditions the following rules of interpretation apply, unless a contrary intention appears:
    • a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
    • a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted, and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
    • any phrase introduced by the terms including, include, in particular or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms;
    • a reference to writing or written includes email;
    • unless otherwise specifically set forth below, any capitalised terms used but not defined herein shall have the meanings respectively ascribed to them in the Framework Agreement; and
    • where there is any conflict between these conditions and the Framework Agreement, the Framework Agreement shall take precedence.
  1. Basis of Contract
    • Subject to clause 2, these Conditions apply to the Contract to the exclusion of all other terms and conditions, including any terms that the Supplier may seek to impose or incorporate under any purchase order, confirmation of order or other document, or which are implied by trade, custom, practice or course of dealing. No terms or conditions endorsed on, delivered with or contained in an order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
    • The Order constitutes an offer by Arville to purchase the Goods or Services or Goods and Services in accordance with these Conditions.
    • The Order shall be deemed to be accepted by the Supplier on the earlier of:
      • the Supplier issuing a written acceptance of the Order; and
      • the Supplier doing any act consistent with fulfilling the Order,

at which point and on which date the Contract shall come into existence.

  • All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.
  • The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.
  • The duration of the Contract shall be as specified in the Order.
  • Notwithstanding any other provision in this Contract, Arville may perform any of its obligations and exercise any of its rights granted under this Contract through any Arville Group Company. The Supplier acknowledges and agrees that any act or omission of any Arville Group Company in relation to Arville’s rights or obligations under the Contract shall be deemed to be an act or omission of Arville itself.
  1. Goods
    • The Supplier warrants, represents and undertakes that the Goods shall:
      • correspond with their description and any applicable Goods Specification;
      • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by Arville expressly or by implication, and in this respect Arville relies on the Supplier’s skill and judgement;
      • where they are manufactured products, be free from defects in design, material and workmanship and remain so for the greater of: (i) 12 months after delivery; or (ii) the shelf life or re-test date of the Goods, as set out in the Order; and
      • comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
    • The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.
    • Arville may:
      • inspect, test and audit the Goods at any time before delivery in accordance with Arville’s quality and environmental standards, [and the Supplier’s qualification
      • audit or instruct a third party to audit the Supplier’s facilities and warehouses upon at least 48 hours’ written notice to the Supplier.
    • The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.
    • If following such inspection or testing Arville considers that the Goods do not conform or are unlikely to comply with the Supplier’s obligations at clause 1, Arville shall inform the Supplier, and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
    • Arville may conduct further inspections and tests after the Supplier has carried out its remedial actions. If, following such inspection detailed in clause 5, Arville considers that the Goods do not conform with the Supplier’s obligations at clause 3.1, it may repeat the inspection process detailed in this clause 3 until it is satisfied that the Goods conform with the Supplier’s undertakings at clause 3.1.
    • In supplying the Goods, the Supplier warrants that it shall:

 

  • supply the Goods with the highest level of care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
  • co-operate with Arville in all matters relating to the Goods, and comply with all reasonable instructions of Arville;
  • use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that it fulfils its obligations under the Contract; and
  • observe all health and safety and environmental rules and regulations and any other reasonable security requirements that apply at any of Arville’s premises.
  1. Delivery
    • Any applicable Incoterms shall be specified in each Order.
    • The Supplier warrants, represents and undertakes that:
      • the Goods shall be properly packed and secured in such manner as to enable them to reach their destination in good condition;
      • each delivery of the Goods shall be 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), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
      • if the Supplier requires Arville to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.
    • The Supplier shall deliver the Goods:
      • on the Delivery Date;
      • at the Delivery Location; and
      • between 7.30 am and 2.30 pm on any Business Day, or as instructed by Arville.
    • Delivery of the Goods shall be completed on (i) the completion of unloading and inspection of the Goods at the Delivery Location; and (ii) Arville providing to the Supplier a written notice of acceptance; or (iii) seven (7) days thereafter.
    • If the Supplier:
      • delivers less than 90% of the quantity of Goods ordered, Arville shall be entitled to reject the Goods; or
      • delivers more than 110% of the quantity of Goods ordered, Arville shall be entitled to, at its discretion, reject the Goods or the excess Goods and any rejected Goods shall be returnable at the Supplier’s risk and expense.
    • If the Supplier delivers the Goods and Arville reports to the Supplier an actual defect within 48 hours of delivery of the Goods, Arville may reject the Goods (in whole or in part) and return them to the Supplier, at the Supplier’s own risk and expense, and the Supplier shall provide Arville with a full refund or a credit note to the value of the rejected Goods.
    • If the Supplier delivers the Goods and Arville reports a latent defect within a reasonable time period following delivery of the Goods, Arville may return the Goods to the Supplier, at the Supplier’s own risk and expense, and the Supplier shall provide Arville with a full refund or credit note to the value of the rejected Goods.
    • If the Supplier delivers more or less than the quantity of Goods ordered, and Arville accepts the delivery, a pro rata adjustment shall be made to the invoice and the price payable by Arville for the Goods.
    • The Supplier shall not deliver the Goods in instalments without Arville’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all, or any defect in an instalment, shall entitle Arville to the remedies set out in clause 5.
  2. Supply of Services
    • The Supplier shall from the date set out in the Order and for the duration of the Contract supply the Services to Arville in accordance with the terms of the Contract.
    • The Supplier shall meet any performance dates for the Services that Arville notifies to the Supplier in writing
    • In providing the Services, the Supplier warrants that it shall:
      • co-operate with Arville in all matters relating to the Services, and comply with all instructions of Arville;
      • perform the Services with the highest level of care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
      • use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;
      • ensure that the Services will conform with all descriptions, standards and specifications set out in the Service Specification;
      • provide all equipment, tools and vehicles and such other items as are required to provide the Services;
      • use the best quality goods, materials, standards and techniques, and all goods and materials supplied and used in the Services or transferred to Arville, will be free from defects in workmanship, installation and design;
      • not do or omit to do anything which may cause Arville to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Arville may rely and/or act on the Services as provided; and
      • comply with any additional obligations as set out in the Service Specification.
    • Arville shall:
      • provide the Supplier with reasonable access at reasonable times to Arville’s premises for the purpose of providing the Services; and
      • provide such necessary information for the provision of the Services as the Supplier may reasonably request.
  1. Arville Remedies
    • If the Services are not performed by the applicable date and/or the Goods are not delivered on the Delivery Date, or do not comply with the Supplier’s obligations set out in clause 1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, Arville may exercise any one or more of the following rights and remedies:
      • terminate the Order on 30 days’ written notice to the Supplier;
      • reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;
      • require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid by Arville);
      • refuse to accept any subsequent performance of the Services or delivery of the Goods which the Supplier attempts to make;
      • recover from the Supplier any costs incurred by Arville in obtaining substitute goods or services from a third party;
      • recover from the Supplier any rectification costs and labour to the extent that the Goods have been rectified by Arville or a third party; and
      • claim damages for any other costs, loss or expenses incurred by Arville which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.
    • These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
    • Arville’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
  2. Title and Risk
    • Title and risk in the Goods shall pass to Arville on the earlier of their delivery in accordance with clause 4 or payment of the price for the Goods in accordance with clause 8.

 

  • Until title and risk to the Goods have passed to Arville, the Supplier shall:
    • hold the Goods on a fiduciary basis as Arville’s bailee;
    • store the Goods at no cost to Arville separately from all other goods held by the Supplier, so that they remain readily identifiable as Arville’s property;
    • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
    • maintain the Goods in good condition and keep them insured against all risks for their full price up to the date of delivery;
    • notify Arville immediately if it becomes subject to any of the events listed in clauses 3.2 to 15.3.5; and
    • give Arville such information relating to the Goods (including without limitation, their components’ origins) as Arville may require from time to time.
  • If the Supplier issues Free Issue Material to Arville for incorporation into the Goods:
    • Arville shall not be responsible for defects in the Goods that arise as a result of the Free Issue Material;
    • Arville shall inspect such Free Issue Material on receipt for signs of damage and for dimensional compliance with the Goods Specification. If Arville finds that the Free Issue Material is damaged or does not comply with the Goods Specification, it shall inform the Supplier in writing and shall be entitled to reject the Free Issue Material at the Supplier’s cost and expense;
    • The Supplier shall indemnify Arville against any damage or loss suffered by Arville as a result of using the Free Issue Material in its production techniques;
    • The Supplier warrants that it has full right in and title to the Free Issue Material provided to Arville; and
    • Risk and title in the Free Issue Material shall remain with the Supplier until such Free Issue Material is fully incorporated into the Goods by means of Arville’s production techniques, at which point the risk and title to the same shall transfer fully to Arville and the Supplier shall do all that is necessary to ensure the same. For the avoidance of doubt, until such time as the Free Issue Material is incorporated into the Goods, Arville shall have no responsibility in respect of the Free Issue Material (including to insure the same).
  1. Charges and Payment
    • The price of the Goods shall be the price set out in the Framework Agreement unless a different price is set out in the Order.
    • The charges for the Services shall be set out in the Framework Agreement, unless they are set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by Arville, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
    • The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow Arville to inspect such records at all reasonable times on request.
    • The price of the Goods includes the costs of packaging, insurance and carriage of the Goods.
    • All amounts payable by Arville under the Contract exclude amounts in respect of value added tax (VAT), which Arville shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice from the Supplier.
    • No extra charges shall be effective unless agreed in writing with Arville.
    • The Supplier may invoice Arville for the price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery.
    • The Supplier may invoice Arville for the performance of the Services plus VAT at the prevailing rate (if applicable) on or at any time after the completion of the Services.
    • The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, Arville’s order number, the Supplier’s VAT registration number and any supporting documents that Arville may reasonably require.
    • Subject to clause 7, Arville shall pay invoices within 60 days of receipt of the invoice, unless otherwise agreed in the Order. Payment shall be made to the bank account nominated in writing by the Supplier.
    • If Arville receives an invoice which it reasonably believes includes a sum which is not valid and properly due:
      • Arville shall notify the Supplier in writing as soon as reasonably practicable;
      • Arville’s failure to pay the disputed sum shall not be deemed to be a breach of these Conditions;
      • Arville shall, in accordance with clause 10, pay the balance of the invoice which is not in dispute by the due date for payment of the invoice;
      • to the extent that Arville is obliged, following resolution of the dispute, to pay an amount, then the Supplier may charge interest in accordance with clause 12 from the original due date until the date of payment;
      • to the extent that the Supplier is obliged to refund an amount to Arville, interest shall be added to that amount in accordance with clause 12 (Interest on late payments); and
      • once the dispute has been resolved, where either Party is required to make a balancing payment, it shall do so within 14 Business Days and, where the Supplier is required to issue a credit note, it shall do so within 14 Business Days.
    • If a Party fails to make any payment due to the other Party under the Contract by the due date for payment, then the defaulting Party 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 daily at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when the base rate is below 0%. Where a payment is disputed in good faith or disputed in accordance with clause 11, interest is only payable after the dispute is resolved on sums found or agreed to be due, from the due date until payment.
    • Arville may at any time, without notice to the Supplier, set off any liability of the Supplier to Arville against any liability of Arville to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, Arville may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Arville of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
  2. Arville Materials

The Supplier acknowledges that all materials, equipment and tools, drawings, specifications, and data supplied by Arville to the Supplier (Arville Materials) and all rights in the Arville Materials are and shall remain the exclusive property of Arville. The Supplier shall keep the Arville Materials in safe custody at its own risk, maintain them in good condition until returned to Arville and not dispose or use the same other than in accordance with Arville’s written instructions or authorisation.

  1. Intellectual Property
    • The Supplier shall retain ownership of all its Background IPRs. Each party shall retain ownership of its own Background IPRs and Arville shall own all Foreground IPRs.
    • The Supplier grants Arville, or shall procure the direct grant to Arville of, a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to copy and modify the Supplier’s Background IPRs for the purpose of receiving and using the Goods and/or the Services.
    • Arville shall not sub-license, assign or otherwise transfer the rights granted in clause 2.
    • The Supplier assigns to Arville, with full title guarantee and free from all third party rights, the Foreground IPRs, together with the right to sue for and recover damages or other relief in respect of infringement of the Foreground IPRs.
    • Arville grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Foreground IPRs and Arville’s Background IPRs for the term of the Contract for the purpose of providing the Goods to Arville in accordance with these Conditions.
    • The Supplier shall, promptly at Arville’s request, do (or procure the doing of) all such further acts and things and execute (or procure the execution of) all such other documents as Arville may from time to time require for the purpose of securing for Arville the full benefit of the Contract, including all rights, title and interest in and to the Foreground IPRs.
    • The Supplier shall obtain waivers of any moral rights in the Goods 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 provision in any jurisdiction. Such waivers shall be in favour of Arville and its licensees, sub-licensees, assignees and successors in title to the Goods.
    • The Supplier warrants that the receipt, use and onward supply of the Goods by Arville and its licensees and sub-licensees shall not infringe the rights, including any Intellectual Property Rights, of any third party.
    • The Supplier shall indemnify Arville Party 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 Arville arising out of or in connection with any claim brought against Arville for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt, use or supply of the Goods.
  2. Liability
    • Nothing in these Conditions will limit or exclude either Party’s liability for:
      • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
      • fraud or fraudulent misrepresentation; or
      • any matter in respect of which it would be unlawful for it to exclude or restrict liability.
    • The Supplier shall indemnify Arville against all liabilities, costs, expenses, damages and losses (including 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 professional costs and expenses) suffered or incurred by Arville as a result of or in connection with:
      • any claim made against Arville 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 (excluding Arville Materials), to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
      • any claim made against Arville by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
      • any claim made against Arville by a third party arising out of or in connection with the supply of the Goods, or the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.
    • Subject to clause 1, Arville will under no circumstances whatsoever be liable to the Supplier, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any claim, damage, loss or costs in respect of (whether direct or indirect) loss of profit, loss of use, loss of anticipated contracts and/or savings, loss of goodwill, loss of opportunity, loss of business and/or business interruption, or any indirect loss or consequential or special loss or damage, and the Parties intend that each type of loss under this clause will be severable in accordance with clause 21.4.
    • Arville’s total liability to the Supplier in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the price of the Goods and/or the charges for the performance of the Services (as applicable) under the Contract.
    • This clause 11 shall survive termination of the Contract.
  3. Insurance
    • The Supplier shall maintain in force at least the following insurance policies with reputable insurance companies to cover its relevant potential liabilities in connection with the Contract:
      • a public liability insurance policy with a limit equal to that of a prudent supplier in the Supplier’s industry;
      • a professional indemnity insurance policy with a limit equal to that of a prudent supplier in the Supplier’s industry;
      • employer’s liability insurance with a limit equal to that of a prudent supplier in the Supplier’s industry, for claims arising from a single event or series of related events in a single calendar year; and
      • product liability insurance with a limit equal to that of a prudent supplier in the Supplier’s industry, for claims arising from a single event or series of related events in a single calendar year.
    • The Supplier shall ensure that Arville’s interest is noted on each insurance policy, or that a generic interest clause has been included. At the written request of Arville, the Supplier shall provide Arville with a copy of each insurance policy. On the renewal of each policy, the Supplier shall promptly send a copy of the receipt of the premium paid by the Supplier to Arville.
    • The Supplier shall, and for a period of six years after the Contract:
      • administer the insurance policies and the Supplier’s relationship with its insurers at all times to preserve the benefits for Arville set out in these Conditions;
      • do nothing to invalidate any insurance policy or to prejudice Arville’s entitlement under those policies; and
      • procure that the terms of such policies are not altered in such a way as to diminish the benefit of the policies for Arville.
  1. Compliance with relevant laws and Arville Policies
    • In performing its obligations under the Contract, the Supplier shall:
      • comply with all applicable laws, statutes, regulations and codes from time to time in force; and
      • comply with the Arville Policies.
    • Breach of clause 1 shall constitute an irremediable material breach of the Contract.
  2. Environmental Matters
    • In this clause 14, the following terms shall have the following meanings:

Environmental Questions means the environmental diligence questions raised by Arville to be answered by the Supplier.

Environmental Laws means all applicable laws, statutes, regulations, subordinate legislation, and other national, international, federal, state, regional and local laws, byelaws, judgments and decisions of any court or tribunal, and the requirements and conditions of all Environmental Permits concerning (without limitation) the protection of or harm to human health or the environment; the conditions of the workplace and worker and process safety; the generation, transportation, storage, treatment or disposal of any hazardous substance; climate change; and/or energy or resource efficiency, in each case as enacted, amended, replaced or supplemented from time to time.

Environmental Permits means any permits, consents, licences, certificates, registrations, notifications, exemptions, permissions, authorisations and approvals, including any conditions of the same, required or provided under any Environmental Laws for the operation of the Supplier’s business.

  • The supplier shall answer the Environmental Questions within a reasonable time frame of being asked them. The Supplier warrants and represents that its answers to the Environmental Questions were (when given), and remain, true in all material respects and not misleading.
  • In performing its obligations under these Conditions or any Order, the Supplier shall, and shall require its subcontractors to, comply with Environmental Laws.
  • The Supplier warrants and represents on an ongoing basis that the Supplier:
    • has not in the past six years been convicted of any offence under Environmental Laws; and
    • has not in the past six years received any enforcement, prohibition, stop, remediation, improvement or any other notice from, or been subject to any civil sanction imposed or agreed by, any enforcement authority under Environmental Laws.
  • The Supplier shall immediately notify Arville in writing if it becomes aware of any actual or potential claims, notices, sanctions, investigations, prosecutions or other proceedings against it under Environmental Law.
  • Breach, or Arville’s reasonable suspicion of breach, of this clause 14 by the Supplier shall entitle Arville to terminate the Contract and all Orders not fulfilled at that time by notice in writing to the Supplier with immediate effect. The Supplier shall not be entitled to claim compensation or any further remuneration, regardless of any activities or agreements with additional third parties entered into before termination.
  • The Supplier shall indemnify Arville against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by, or awarded against, Arville in any jurisdiction arising as a result of any breach of this clause 14 by the Supplier.
  • The Supplier acknowledges and understands that the Environmental Policy is Arville’s target and that Arville reserves its rights to amend, alter and/or change this policy from time to time.
  • The Supplier shall measure and calculate the Total Emissions in accordance with the Reporting Standard upon request.
  • The Supplier represents and warrants that when submitted to Arville, the annual emissions data report provided by the Supplier in accordance with this clause 14 will be in all material respects complete, accurate and not misleading.
  1. Termination
    • Arville may terminate the Contract in whole or in part at any time before delivery of the Goods or before the Supplier has arrived at Arville’s premises to perform the Services with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. Arville shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
    • Without limiting its other rights or remedies, Arville may terminate the Contract at its convenience upon giving the Supplier 90 days’ written notice.
    • Without limiting its other rights or remedies, Arville may terminate the Contract with immediate effect by giving written notice to the Supplier if:
      • the Supplier commits a material breach of any term of the Contract, which shall include a breach of clause 3.2 of these Conditions, and (if such a breach is remediable) fails to remedy that breach within 14 days of the Supplier being notified in writing to do so;
      • the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      • the Supplier takes any step or action in connection with the Supplier being made bankrupt, entering any composition or arrangement with its creditors, having a receiver appointed to any of its assets, or ceasing to carry on business or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      • the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      • the Supplier’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
    • On termination of the Contract, the Supplier shall immediately return all Arville Materials. If the Supplier fails to do so, then Arville may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safekeeping and will not use them for any purpose not connected with the Contract.
    • Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
  2. Confidentiality
    • Each Party undertakes that it shall not at any time during the Contract and for a period of two years after termination of the Contract, disclose to any person any Confidential Information concerning the business, assets, affairs, customers, clients or suppliers of the other Party, except as permitted by clause 2.
    • Each Party may disclose the other Party’s Confidential Information:
      • to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under the Contract. Each Party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other Party’s Confidential Information comply with this clause 16; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • Neither Party shall use the other Party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
  3. Non-Solicitation of Employees or Contractors
    • In order to protect the legitimate business interests of Arville and each Arville Group Company, the Supplier covenants with Arville that it shall not (and shall procure that no member of the Supplier, or any group company of the Supplier shall) (except with the prior written consent of Arville):
      • solicit or entice away (or attempt to solicit or entice away) from the employment or service of Arville or any Arville Group Company the services of any Restricted Person (as defined below) other than by means of a national advertising campaign open to all-comers and not specifically targeted at such staff of Arville or any Arville Group Company; or
      • employ or engage or otherwise facilitate the employment or engagement of any Restricted Person.
    • The Supplier shall be bound by the covenant set out in clause 17.1 during the duration of the Contract, and for a period of 12 months after termination of the Contract.
    • For the purposes of this clause 17, a Restricted Person shall mean any firm, company or person employed or engaged by Arville or any Arville Group Company during the duration of the Contract, who has been engaged in the provision of the Goods or Services or both or the management of the Contract either as principal, agent, employee, independent contractor or in any other form of employment or engagement and who could materially damage the interests of Arville or any Arville Group Company if they were involved in any capacity in any business concern which competes with the business of Arville.
  4. Non-poaching of Customers
    • In order to protect the legitimate business interests of Arville and each Arville Group Company, the Supplier covenants with Arville that it shall not (and shall procure that no member of the Supplier and any Supplier group company shall) (except with the prior written consent of Arville) solicit or entice away (or attempt to solicit or entice away) from Arville or any Arville Group Company the business or custom of any Restricted Customer.
    • The Supplier shall be bound by the covenant set out in Clause 18.1 during the duration of the Contract, and for a period of 12 months after termination of the Contract.
    • For the purposes of this clause 18, a Restricted Customer shall mean any firm, company or person who is or has been at any time during the immediately preceding 12 months a customer or prospective customer of Arville or any Arville Group Company.
  5. Non-compete
    • In order to protect the legitimate business interests of Arville and each Arville Group Company, the Supplier covenants with Arville that it shall not (and shall procure that no member of the Supplier and any Supplier group company shall) carry on, be engaged, concerned or interested in or assist in any way, any business concern which is (or intends to be) in competition with the business of Arville or any Arville Group Company.
    • The Supplier shall be bound by the covenant set out in clause 1 for the duration of the Contract, and for a period of 12 months after termination of the Contract.
  6. Force Majeure

Arville may, during the continuance of any Force Majeure Event, terminate the Contract by written notice to the Supplier if a Force Majeure Event occurs that affects all or a substantial part of the Goods and which continues for more than 30 Business Days. For the purposes of this clause 20, a Force Majeure Event means any event which hinders the Supplier’s performance by of its obligations under the Contract arising from acts, events, omissions or non-events beyond its reasonable control, including acts of God, riots, war, acts of terrorism, fire, flood, storm or earthquake and any disaster, any labour or trade dispute, strikes, industrial action or lockouts, the Supplier’s personnel or any other failure in the Supplier’s supply chain.

  1. General
    • Assignment and other dealings – Arville may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Supplier may not assign, transfer, mortgage, charge, subcontract, or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Arville.
    • Variation – Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, will be effective unless it is in writing and signed by a director of Arville.
    • Waiver – No failure or delay by Arville to exercise any right or remedy provided under the Contract or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
    • Severance – If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of the Contract.
    • Notices
      • Any notice or other communication given to a Party under or in connection with the Contract shall be in writing (including email), addressed to that Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing in accordance with this clause (or in the case of email, as specified in clause 5.3, and will be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
      • A notice or other communication will be deemed to have been received: if delivered personally, when left at the address referred to in clause 5.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
      • For the purposes of this clause 5, the Parties’ email addresses for notices are as follows:
      • The provisions of this clause 5 will not apply to the service of any proceedings or other documents in any legal action.
    • Third party rights – Except as otherwise provided in these Conditions or the Contract, a person who is not a Party will have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Conditions or the Contract.
    • Governing law and Jurisdiction – The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by, and construed in accordance with the law of England. Each Party irrevocably agrees that the courts of England will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).