Suppliers terms and conditions
Vitality Purchase Order Terms & Conditions
By accepting this Purchase Order or any part thereof, the Supplier agrees to supply Goods and/or Services upon these terms and conditions which shall override and exclude any terms and conditions proposed by the Supplier or contained in or endorsed upon any correspondence or documents issued by the Supplier. In the event a separate written agreement has been entered into and signed by VCSL and the Supplier, such agreement shall take precedence over these Purchase Order Terms & Conditions (the “Terms”).
- DEFINITIONS In these terms and conditions:
“Goods” means all items to be supplied under the Purchase Order to VCSL. For the avoidance of doubt, these include any items to be supplied in the course of the provision of the Services;
“Price” means the price for the Goods or Services, as agreed by the parties at the time of the Purchase Order;
“Purchase Order” means the specific order for supply of Goods or provision of Services;
“Services” means the work or services to be provided to VCSL under the Purchase Order. For the avoidance of doubt, these include any services to be provided in relation to the delivery or repair of the Goods;
“Supplier” means the person, firm or company with whom VCSL has placed the Purchase Order;
“VCSL” means Vitality Corporate Services Limited, a company incorporated in England (registered number 05933141), whose registered office is at 3 More London Riverside, London, SE1 2AQ;
“VCSL Group” means VCSL and any subsidiaries or subsidiary undertakings of VCSL, any holding companies of VCSL and any subsidiaries or subsidiary undertakings of such holding companies;
- SCOPE
2.1 Acceptance of the Purchase Order constitutes acceptance of these Terms, which. govern any and all contract between VCSL and the Supplier and will prevail over any terms put forward by the Supplier, unless VCSL expressly agrees to such other terms in writing. No conduct by VCSL or any of its employees, agents or sub-contractors will be deemed to constitute acceptance of any terms put forward by the Supplier. Confidential
2.2 VCSL engages the Supplier to provide the Goods and/or Services in accordance with these Terms. In consideration of the Price, the Supplier will provide the Goods and/or carry out the Services.
2.3 The Supplier acknowledges that VCSL will be entitled to sub-provide the Goods and/or Services to any member of the VCSL Group from time to time.
- PRICE
3.1 The Supplier agrees that the Price(s) stated in the Purchase Order will be fixed and not subject to adjustment unless otherwise stated in the Purchase Order.
3.2 Save as provided for specifically in the Purchase Order, the Supplier will be responsible for all taxes, fees, duties and the like related to the performance of the Purchase Order, and will indemnify VCSL against all liabilities and associated costs and expenses which may be incurred in connection with the Purchase Order.
- DELIVERY/PERFORMANCE
4.1 Delivery of the Goods or performance of the Services will be (i) made at the location specified in the Purchase Order or at any destination specified by VCSL, and (ii) made on the date and at the time specified in the Purchase Order, unless agreed otherwise in writing by the parties.
4.2 Subject to clauses 9 and 16, time will be of the essence in relation to the performance of the Supplier's obligations under the Purchase Order.
4.3 Delivery or performance must be effected within the time specified at clause 4.1(ii) above, failing which VCSL may cancel the Purchase Order, purchase replacement goods or services elsewhere and recover any loss incurred from the Supplier.
- PASSING OF PROPERTY AND RISK
5.1 Without prejudice to any right of rejection which VCSL may accrue, title to the Goods will remain with the Supplier until either:
a. they are delivered to VCSL in accordance with Purchase Order;
or b. where advance payments are made by VCSL to the Supplier upon the first of such payments, whichever is the earlier. The Supplier will
5.2 keep the Goods held by them separate and clearly identified as the property of VCSL at all times. The risk in the Goods will remain with the Supplier until the Goods are delivered in accordance with Purchase Order.
5.3 Goods collected for repair in accordance with clause 8 will be at the Supplier’s risk from the time of collection by the Supplier, its agent or sub-contractor until the time the repaired Goods are returned in accordance with VCSL’s instructions.
- QUANTITY
6.1 VCSL will not accept quantities that vary from those provided in the Purchase Order unless the Supplier has obtained VCSL’s prior written consent.
- WARRANTY Confidential
7.1 The Supplier warrants and it is a condition of these Terms that:
a. it has all rights necessary to perform its obligations under these Terms;
b. the Goods will be new (unless agreed otherwise in writing), free from defects, conform to applicable specifications and legal requirements and suitable for the purposes intended by VCSL or a member of the VCSL Group;
c. the Services will be performed with reasonable skill, care and diligence in a good and workmanlike manner in line with best practice within the Supplier’s industry and all the Supplier’s employees, agents and sub-contractors will possess sufficient qualifications, professional competency and experience to carry out the Services; and
d. any computer hardware or software provided to VCSL or any member of the VCSL Group for the purposes of the Terms will be free from any computer viruses and other harmful software codes which may cause an interruption to the business processes of VCSL or any member of the VCSL Group.
- RETURN/REPAIR/REJECTION OF GOODS
8.1 VCSL may return any or all of the Goods which it reasonably deems unsuitable or which are no longer required, with original packaging, in saleable condition and within 28 days of initial delivery, whereupon the Supplier will provide at VCSL's option either a credit or refund on such Goods.
8.2 If on inspection (either before or within reasonable time after delivery) any or all of the Goods are not in accordance with the Terms or with any sample, description or specification, VCSL may:
a. reject any or all of the Goods, including any of the Goods not affected by the breach, whereupon the Supplier will provide at VCSL's option a credit, a refund or replacement of such Goods; or
b. require such Goods to be repaired, whereby the Supplier will send a representative to the location of the Goods and such representative will repair the Goods onsite, or remove them to a premises acceptable to VCSL for repair and then return them. The Supplier will perform all such obligations as soon as reasonably practicable after the date of notification to the Supplier.
8.3 If VCSL demands repair or replacement of any or all of the Goods and the Supplier fails to comply, or repaired or replacement Goods fail to meet the requirements of the Terms, then VCSL may subsequently reject the Goods.
- PAYMENT
9.1 The Supplier shall issue a valid VAT invoice to VCSL that shall contain the Purchase Order number and any supporting information required by Vitality to verify the accuracy of the invoice.
9.2 VCSL will pay the invoiced amounts within 30 days of receipt of the date of a valid and correct invoice to a bank account nominated in writing by the Supplier.
9.3 VCSL reserves the right to withhold payment for the Services where, in its reasonable opinion, there has been a breach of warranties set out in clause 7. Confidential.
- SET OFF
10.1 VCSL may apply any sums due to the Supplier under these Terms towards payment of any sum owing by the Supplier to any member of the VCSL Group in relation to any matter whatsoever.
- INDEMNITY
11.1 The Supplier will indemnify VCSL against:
a. any liability arising through claims made by employees, agents or subcontractors of the Supplier against VCSL or any member of the VCSL Group or their respective employees, agents or subcontractors; and
b. all loss, costs, charges, damages and expenses incurred by VCSL or any member of the VCSL Group which are directly or indirectly attributable to the Goods or their use, the provision of the Services, or a breach of the Terms.
11.2 For the avoidance of doubt, the Supplier will indemnify and keep VCSL fully indemnified against all losses, liabilities, costs and expenses incurred by VCSL and/or any member of the VCSL Group in respect of claims on the grounds that the Goods, their use or packaging, or anything done or provided by the Supplier in the course of the provision of the Services infringes the intellectual property rights of any third party.
- INSURANCE
12.1 The Supplier will at all times until its obligations under these Terms are performed maintain full and sufficient insurance cover with an insurance company of repute against all legal liability it may have to VCSL or any member of the VCSL Group under or in connection with the Terms to a minimum value of £2,000,000 (two million pounds sterling).
12.2 Whenever required by VCSL, the Supplier will produce evidence that it has complied with this obligation to insure.
- INTELLECTUAL PROPERTY RIGHTS
13.1 The intellectual property rights in any materials and works of authorship created by the Supplier or its employees, agents or sub-contractors for VCSL in the course of the provision of the Goods and/or Services will vest in VCSL or any other member of the VCSL Group as VCSL may direct, from the time they are created.
13.2 The Supplier or, if applicable, any third party, will retain ownership of any pre-existing materials or works of authorship sourced or provided by the Supplier under these Terms.
13.3 Notwithstanding clause 13.2, where elements of any such pre-existing materials or works of authorship have been incorporated into the Goods or Services (the “Retained Elements”), the Supplier hereby (i) grants to VCSL, and/or such other members of the VCSL Group selected by VCSL, or (ii) agrees to procure from a third party proprietor of the Retained Elements for the benefit of VCSL, and/or such other members of the VCSL Group selected by VCSL, a nonexclusive, worldwide, perpetual licence to use, copy and distribute the Retained Elements.
- DATA PROTECTION/CONFIDENTIALITY Confidential
14.1 Each Party undertakes and warrants to the other that it has made all appropriate registrations under and will comply in all material respects with the provisions of the Data Protection Act 2018, the UK GDPR, or any legislation amending or superseding the Act (“DP Laws”), to the extent that they relate to the provision of the goods and/or services.
14.2 In the event that the provision of the goods and/or services will require the Supplier to process Personal Data or Special Categories of Personal Data, as defined under the DP Laws, collected by VCSL (“VCSL Data”), VCSL shall be the Data Controller and the Supplier shall be the Data Processor.
14.3 When acting as a Data Processor, the Supplier shall:
a. not use the VCSL Data for any additional purposes other than those set out by VCSL in writing, not have any rights in the VCSL Data and not acquire any rights to the VCSL Data;
b. provide all such reasonable assistance as required by VCSL to enable VCSL to conduct any “privacy impact assessments” as defined under the DP Laws;
c. ensure that it has appropriate technical and organisational measures in place to protect VCSL Data from unlawful processing, accidental loss, or accidental damage;
d. ensure the reliability of any of its staff who will have access to VCSL Data and to regularly train them with respect to Data Protection requirements;
e. not transfer any VCSL Data outside of the European Economic Area unless it has first obtained the prior written consent of VCSL;
f. not appoint any further Data Processor (as defined under the DP Laws) unless VCSL has provided prior written approval of such appointment;
g. only retain the VCSL Data for as long as is necessary for the performance of the obligations under this Purchase Order or as imposed by the DP Laws; and
h. at VCSL’s option, delete or return all the VCSL Data to VCSL as soon as reasonably practicable following termination of this Purchase Order (except to the extent it is required to be retained under the DP Laws).
14.4 VCSL shall ensure that any VCSL Data provided to the Supplier can be lawfully processed by both Parties, in accordance with this Purchase Order and the DP Laws.
14.5 The Supplier consents that VCSL outsources certain administration services, including but not limited to invoice processing, outside the European Economic Area, which may include processing of data collated for the purposes of fulfilling VCSLs obligations under this Purchase Order.
14.6 The Supplier shall indemnify VSCL against all claims and proceedings and all liability, loss, costs and expenses incurred by VCSL or for which VCSL may become liable in connection therewith made or brought by any person in respect of any loss, damage or distress caused to that person as a result of the Supplier's breach of this Data Confidential Protection clause and/or the acts or omissions of the Supplier’s personnel or subcontractors.
14.7 The Supplier warrants that it will notify VCSL within:
a. thirty six (36) hours after becoming aware of any breach of the DP Laws and/or its obligations under this Data Protection clause.
b. five (5) Business Days (any day which is not Saturday, Sunday, or a public holiday in England (“Business Day”)) in the event that the Supplier becomes the subject of an investigation of a breach of the DP Laws by the Information Commissioners Office or where it faces a legal claim for a breach of its data protection obligations under this Data Protection clause.
c. three (3) Business Days of receipt of any Data Subject Request relating to processing of VCSL data under this Purchase Order and will comply with all instructions and timetables implemented by VCSL in order that VCSL can comply with such request.
14.8 Without prejudice to any other terms of the Purchase Order, the Supplier agrees that VCSL shall have the right to audit and review, at VCSL’s own cost, the Supplier’s data protection processes in respect of its obligations under this Purchase Order and shall take such remedial actions as are reasonably required following such audit.
14.9 The Supplier acknowledges that nothing within this Purchase Order relieves it of its own direct responsibilities and liabilities under the DP Laws.
14.10 The obligations of this Data Protection clause shall remain in force notwithstanding termination of this Purchase Order for a period of six years unless a different operative time period is imposed under the DP Laws, in which case such time period shall apply to such obligations.
- TERMINATION
15.1 VCSL may terminate these Terms at any time by giving one (1) months written notice to the Supplier.
15.2 Without prejudice to clause 8, VCSL may terminate these Terms immediately on notice to the Supplier if:
a. the Supplier acts in continuing or material breach of the Terms and fails to remedy such breach (if remediable) within fourteen (14) days of a request by VCSL to do so; or
b. the Supplier is unable to pay its debts or enters into a compulsory or voluntary liquidation, or convenes a meeting of its creditors or has a receiver appointed over all or any of its assets, or takes or suffers any similar action in consequence of a debt.
- FORCE MAJEURE
16.1 Neither party will be liable for any delay in performing any of its obligations under the Terms if such delay is caused by unforeseeable circumstances beyond the reasonable control of that party including, but not limited to any form of government intervention and lock-outs, (provided they do not result from an act or omission of Supplier) or Confidential similar events. That party will be entitled (subject to giving the other party full particulars of the circumstances in question and to using its best endeavours to resume full performance without avoidable delay) to a reasonable extension of time for the performance of such obligations. If any delay has not been resolved within reasonable time, the party not so delaying may terminate the Terms immediately on written notice to the other.
- CONSEQUENCES OF TERMINATION
17.1 In the event of termination of the Terms (howsoever effected):
a. VCSL will make payment to the Supplier of all undisputed charges due up to the date of such termination, and/or the Supplier will refund to VCSL that part of the Price paid in advance for the Goods and/or Services no longer to be provided as a result of such termination;
b. the Supplier will ensure that any Vitality data, equipment or any other form of asset in its possession is securely returned, deleted, or destroyed;
c. any accrued rights or liabilities of either party will not be affected; and
d. the coming into force or the continuance in force of any provision of the Terms that is expressly or by implication intended to come into or continue in force on or after such termination will not be
- RIGHTS OF THIRD PARTIES
18.1 The Supplier acknowledges that the Goods and/or Services may be used by both VCSL and members of the VCSL Group from time to time.
18.2 The Supplier agrees that any loss, damage, cost or liability incurred by VCSL or any member of the VCSL Group to the extent arising from a breach of this Terms by the Supplier (“Loss”) will be deemed to have been incurred by VCSL and will be recoverable by VCSL from the Supplier as if such Loss had been suffered directly by VCSL.
18.3 For the purposes of these Terms, the Supplier agrees that any loss will not be deemed to be consequential or indirect merely as a consequence of it having been suffered by a member of the VCSL Group rather than VCSL.
18.4 Each member of the VCSL Group from time to time will be entitled to recover Group Loss suffered by it and generally to enforce these Terms in its own right in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999.
18.5 Other than as expressly set out in this clause 18, nothing in this agreement is intended to confer a benefit on any third party or any right to enforce a term contained in these Terms.
- GENERAL PROVISIONS
19.1 Any waiver by either party of a breach of any provision of the Terms will not be considered as a waiver of any subsequent breach of the same or any other provision of the Terms. Confidential.
19.2 VCSL may at any time, without the prior consent of the Supplier, assign all or any part of the benefit of, or its rights and benefits under, these Terms to any member from time to time of the VCSL Group.
19.3 Other than as specified in clause 19.2 above, neither party will assign all or any part of the benefit of, or its rights or benefits under, these Terms.
19.4 All notices required to be given under these Terms will be in writing and will be sent to the address of the recipient specified in the Purchase Order, or any other address a party directs the other to use from time to time. Notices may be delivered personally, by first class pre -paid letter, facsimile or email transmission and will be deemed to have been served, if by hand, when delivered, if by first class post, forty-eight (48) hours after posting, and if by facsimile or email transmission, when dispatched.
19.5 Any dispute arising in connection with these Terms will be referred in the first instance to a member of VCSL’s senior management and a director of the Supplier for resolution.
19.6 No variation of the Terms will be valid unless confirmed in writing by an authorised signatory of VCSL.
19.7 If any clause of the Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other clauses of these Terms will not be affected and such clauses will continue to apply.
19.8 These Terms are governed by English law and is subject to the non-exclusive jurisdiction of the English courts.