IMPORTANT LEGAL NOTICE
ATTENTION: This
legal notice applies to the entire contents of the Website under the domain name
www.partnershipsincare.co.uk
and to any correspondence by e-mail between us and you. Please read these terms
carefully before using the Website. Using the Website indicates that you accept
these terms regardless of whether or not you choose to register with us. If you
do not accept these terms, do not use the Website. This notice is issued by Partnerships in Care Limited.
1.0 GENERAL
1.1Any 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.
2.0 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:
(a)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;
(b) PiC has signed for receipt of the Goods and/or for completion of the Services;
and and
(c) 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:
(a) reject the Products in part or whole; or
(b) 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:
(a) be provided in accordance with the relevant service description (for Services)
or goods description (for Goods)
(b) comply with PiC�s policies and procedures (copies available on request); and
(c) 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.
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.
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:
(a)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
(b) 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 The provisions of Clauses 1, 2, and 5 - 13 (inclusive) shall survive the termination
of this Contract.
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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