Purchase terms & conditions

1. GENERAL

1.1 Any purchase order ("Order") for any goods ("Goods") and/or services ("Services") (together "Products") placed by Partnerships in Care Group Limited or any of its subsidiaries (including without limitation Partnerships in Care Limited) ("PiC") is made on and subject to these terms ("General Terms").

1.2 These General Terms and the Order (the "Contract") and any documents referred to therein are the entire terms and conditions relating to the purchase of Products by PiC. They override and exclude any other terms and conditions referred to, offered or relied on by the supplier named overleaf (the "Supplier") whether in negotiation or at any stage in the dealings with PiC including the Supplier's standard terms of sale. Without prejudice to the foregoing, PiC will not be bound by any standard or printed terms furnished by the Supplier in any documents, unless the Supplier specifically states in writing separately from such terms that it intends such terms to apply and PiC's Company Secretary acknowledges such notification in writing.

1.3 Alterations, amendments or modifications shall be recorded in writing and signed by an authorised representative of each of the parties.

1.4 In the event of any conflict between these General Terms and the Order the provisions of the Order shall prevail.

2. ACCEPTANCE OF ORDER

2.1 In the absence of an acknowledgement of PiC's Order execution of the Order by the Supplier shall constitute acceptance.

3. DELIVERY

3.1 Delivery shall be completed when all of the following events have occurred:
(3.1.1) When each and every one of the Goods has been delivered to the place specified in the Order, or when the Services have been properly performed;
(3.1.2) PiC has signed for receipt of the Goods and/or for completion of the Services; and
(3.1.3) in the case of Products found to be non-conforming pursuant to Clause 5.1 when remedy is made by the Supplier.

3.2 The time stipulated for delivery shall be of the essence. If the Supplier fails to complete delivery in accordance with the Order then PiC shall have no obligation to accept or pay for the Products and may cancel all or part of the Order.

3.3 PiC's signature given in accordance with Clause 3.1.2 is only to acknowledge delivery of the Products and not confirmation that they conform to the Contract.

4. PRICE AND PAYMENT

4.1 The price of the Products shall be stated on the Order form and shall be inclusive of all other costs, duties and taxes (except VAT).

4.2 PiC's payment terms are 30 days from end of the month following of the date of receipt of a correct invoice from the Supplier. Invoices which arrive before the Products to which they relate shall be considered to be received on the date of delivery as defined in accordance with Clause 3.1.

4.3 All Supplier invoices shall include the PiC Order number and be delivered carriage paid to the delivery address overleaf.

4.4 Subject to Clause 4.3, the Supplier may charge interest for late payment of invoices (to the extent that such invoices are not in dispute) at the rate of 2% per annum above the base lending rate of Barclays Bank plc.

5. REJECTION AND RETURN

5.1 In the case of any Products which do not conform to the Contract at any time after delivery (irrespective of whether PiC has accepted the Products or not) PiC shall have the option to either:
(5.1.1) reject the Products in part or whole; or
(5.1.2) require the Supplier, at its sole expense, to repair or replace the Goods or re-perform the Services as soon as possible so that they comply with the Contract.

5.2 Any rejected Products will be returned to the Supplier at the Supplier's risk and expense and the Supplier shall be liable to immediately repay any sums paid by PiC in respect of the Products together with the cost of return.

6. WARRANTY

6.1 The Supplier warrants that all Goods delivered shall be of satisfactory quality, fit for purpose, free from defects in design, material or workmanship and comply with the quantity and description stipulated in the Order.

6.2 The Supplier warrants that all Services shall be performed with all reasonable skill and care.

6.3 The Supplier further warrants that all Products (and any relevant documentation) shall:
(6.3.1) be provided in accordance with the relevant service description (for Services) or goods description (for Goods)
(6.3.2) comply with PiC's policies and procedures (copies available on request); and
(6.3.3) comply with all applicable laws (including but not limited to the data protection and health and safety legislation) and industry standards.

7. BREACH OF WARRANTY

7.1 The Supplier shall without delay repair, replace or re-perform as appropriate any part(s) of the Products which are or which become defective during the period of 12 months from the date of delivery.

7.2 Replaced, repaired Goods and/or re-performed Services shall themselves have a warranty in accordance with Clause 7.1.

7.3 Remedies in this Clause are without prejudice to and in addition to any warranties provided by law and/or statute and/or under any other provision of the Contract.

7.4 In the event the Products cannot be repaired, replaced within a reasonable period of time PiC shall have a right to a cash refund from the Supplier and to cancel without liability any Orders placed for similar Products.

8. RISK AND TITLE

8.1 Property and risk in the Products shall pass to PiC upon signature of receipt in accordance with Clause 3.1.2.

8.2 Where the Supplier takes possession of any of PiC's materials, title remains with PiC, risk passes to the Supplier at any times when the materials are in their possession. for:

9. INTELLECTUAL PROPERTY

9.1 The Supplier warrants that neither the sale, use or provision of the Products will infringe any intellectual property right including but not limited to any patent, trade mark, copyright, design rights and any other rights whether registered or unregistered ("intellectual property rights") in the UK or any part of the world. The Supplier shall indemnify PiC against all actions, costs, claims, demands, expenses and liabilities howsoever arising as a result of the infringement or alleged infringement occasioned by the design, use of or receipt of the Products.

9.2 PiC shall exclusively own upon their creation all intellectual property rights created in the course of the Supplier providing the Services. This legal notice shall be governed by and construed in accordance with English law. Disputes arising in connection with this legal notice shall be subject to the exclusive jurisdiction of the English courts.

9.3 Nothing in this Contract shall amount to an assignment or transfer of any intellectual property rights owned by either party prior to this Contract.

10. TUPE REGULATIONS

10.1 In the event that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (the "Regulations") is deemed to apply to this Contract, whether upon its commencement or its termination (howsoever caused), the Supplier shall indemnify PiC in full for and against all costs, claims, demands, charges, liabilities, expenses (legal or otherwise), damages or losses whatsoever and howsoever arising suffered or incurred by PiC in relation to anything which PiC may be liable to any of its employees, and/or the Supplier's employees, and/or the employees of any third party.

11. INDEMNITIES AND INSURANCE

11.1 The Supplier shall indemnify PiC on demand against all losses, actions, costs, claims, demands, expenses and liabilities it might incur as result of the breach by the Supplier of its obligations under the Contract whether arising in contract, tort or otherwise.

11.2 Neither party's liability for death or personal injury due to its negligence shall be limited.

11.3 The Supplier shall have in force appropriate insurances including Employers Liability Insurance; Public Liability Insurance and, where appropriate, Product Liability Insurance

11.4 The Supplier shall insure the Products against all risks until delivery is complete.

12. TERMINATION

12.1 Either party may terminate this Contract if the other party:
(12.1.1)is in breach and shall have failed to remedy such breach within 14 days of a written request requiring it to remedy the breach; or
(12.1.2)commits an act of insolvency or goes into liquidation or a petition is presented for its winding up or a receiver or administrator be appointed over all or part of its assets.

12.2 PiC may terminate this Contract at any time immediately on written notice.

12.3 PiC may terminate this Contract at any time immediately on written notice.

13. GENERAL

13.1 Sub-contracting and assignment: The Supplier shall not assign or subcontract its obligations under this Contract without the prior written consent of PiC.

13.2 Confidentiality: Each of the parties agrees to keep confidential all information (written or otherwise) concerning the business or affairs of the other that shall have obtained as a result of this Contract or the discussion leading hereto. The Supplier shall not, without PiC's prior written consent, use PiC?s name or refer to the existence of this Contract to any third party other than as required to perform its obligations under this Contract.

13.3 Law: The Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

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