Specimen Agreement Format

TERMS AND CONDITIONS OF PURCHASE (Dec 2013)

These Terms and Conditions of Purchase apply to all Orders that Bright Futures Educational Trust places with the Seller and sets out all the terms in relation to the Seller supplying Goods to the Buyer. By signing these Conditions or accepting an Order, the Seller acknowledges and agrees that it shall be bound by them.

1INTERPRETATION

1.1In these Conditions:

“Buyer” means Bright Futures Educational Trust, a company limited by shares and incorporated in England and Wales (registered number: 07695771);

“Conditions” means the terms and conditions of purchase set out in this document;

“Contract”means a contract for the purchase of Goods by the Buyer from the Seller that incorporates the Order and these Conditions;

“Goods” means the goods to be supplied by the Seller to the Buyeras set out in the Order;

“Order” means a purchase order in respect of Goods and Services issued by the Buyer to the Seller on the Buyer’s purchase order form, together with all other documents referred to therein which for the avoidance of doubt shall include any Statement of Work enclosed;

“Seller” means the person, firm or company to whom the Order is addressed;

“Services” means the services to be supplied by the Seller to the Buyeras set out in the Order; and

“VAT” means value added tax at the rate prevailing at the time of the relevant supply charged in accordance with the provision of the Value Added Tax Act 1994.

1.2In these Conditions:

1.2.1headings are for identification and indexing purposes only and they shall not affect the construction or interpretation of these Conditions;

1.2.2words importing the singular meaning shall include the plural meaning and vice versa;

1.2.3references to “a person” shall include natural persons, corporate or unincorporated bodies (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns and references to “a party” shall mean either the Seller or the Buyer as the context requires and “parties” shall mean both of them; and

1.2.4the word “including” will be construed without limitation unless inconsistent with the context and “working days” are all days other than Saturdays, Sundays or English public holidays.

2APPLICATION AND ACCEPTANCE

2.1These Conditions aloneshall govern and be incorporated in every Contract for the purchase of Goods and Services by the Buyer from the Seller. They shall prevail over and apply in place of any terms or conditions contained in or referred to in the Seller’s quotation, acceptance of order, correspondence or elsewhere or implied by trade custom, practice or course of dealing (including any oral arrangements). The Seller waives any right which it otherwise might have to rely on any terms or conditions contained or referred to in any documentation of any nature whatsoever submitted by the Seller to the Buyer at any time.

2.2No addition to, variation of or exclusion or attempted exclusion of the Order and/or these Conditions or any of them shall be binding upon the Buyer unless specifically agreed to in writing and signed by a director or authorised representative of the Buyer.

2.3Each Order shall be deemed to be an offer by the Buyer to buy Goods and Services subject to these Conditions. The acceptance of the Order is limited to and conditional upon acceptance by the Seller of these Conditions.

3QUALITY AND DEFECTS

3.1It is a condition of a Contract that the Goods and Services supplied to the Buyer under a Contract shall be of the best available design, of the best quality, of first class materials and workmanship throughout, without fault and conform in all respects with the governing specifications referred to in the Order including those specifying quantity, quality standards and description.

3.2In any case where the Goods or any part of them do not conform or are unlikely to conform with Condition 3.1(“Failed Goods”) the Buyer shall inform the Seller and the Buyer shall have the right to: (a) repair the Failed Goods at the expense of the Seller; or (b) reject the Failed Goods.In the event of a rejection of Failed Goods the Buyer shall: (a) give notice of rejection to the Seller specifying the reasons for the rejection; and (b) return the Failed Goods to the Seller at the Seller’s risk and expense.

3.3In any case where the Services or any part of them do not conform or are unlikely to conform with Condition 3.1 (“Failed Services”) the Buyer shall inform the Seller and the Buyer shall have the right to: (a) arrange for re-performance of the Failed Servicesby the Seller or a third party at the expense of the Seller; or (b) reject the Failed Services. In the event of a rejection of Failed Services the Buyer shall: (a) give notice of rejection to the Seller specifying the reasons for the rejection.

3.4Upon receipt of the Failed Goods by the Seller pursuant to Condition 3.2 the Seller shall promptly and within no more than 28 days replace such Failed Goods with Goods which are in all respects in accordance with the Order and Condition 3.1.

3.5Without prejudice to Condition 3.2 or 3.3, if any of the Goods or Services fail to comply with the provisions set out in Condition 3.1, the Buyer shall in addition to any other rights or remedies which it may have under these Conditions or otherwise be entitled to where relevant avail itself of any one or more of the remedies listed in Condition 11.

3.6These Conditions shall extend to any substituted or remedial services provided by the Seller.

3.7The Buyer's rights under these Conditions are in addition to its rights and remedies implied by statute and common law.

4DELIVERY

4.1The Goods shall be properly packed and marked and (unless the Buyer has agreed to collect the Goods) shall be delivered to the Buyerin accordance with, and to the delivery address specified in the Order, during normal business hours. If the Goods are incorrectly delivered, the Seller will be liable for any additional expense involved in handling and delivering them to their correct destination. Where the Seller is transporting the Goods, the Seller shall offload the Goods at its own risk as directed by the Buyer. Where the Buyer is collecting the Goods from the Seller, the Seller shall load the Goods at its own risk to the Buyer’s carrier and delivery shall be deemed to take place once loaded to the Buyer’s carrier.

4.2The Seller shall invoice the Buyer upon, but separately from, despatch of the Goods to the Buyer (unless otherwise agreed) or completion of the Services. A separate invoice must be rendered for each individual delivery of Goodsand Services and theSeller shall ensure that each delivery is accompanied by a delivery note. Each delivery note and invoice shall show any applicable batch number, the Order number, the date of the Order, the delivery date, the delivery address, a description of the Goods or Services including quantity, in the case of part delivery, the outstanding balance remaining to be delivered.

4.3The Seller shall confirm the delivery or completion date within two days of receiving the Order.

4.4Time is of the essence in the performance by the Seller of a Contract. If delivery dates for the Goods or Services cannot be met, the Seller shall promptly notify the Buyer of the earliest possible date for delivery. Notwithstanding such notice, and unless a substitute delivery date for the Goods or Services has been expressly agreed to by the Buyer in writing, the Seller’s failure to effect delivery on the due date shall entitle the Buyer (in addition to any other rights or remedies which the Buyer may have under these Conditions or otherwise including those rights and remedies set out in Condition 11) to: (a) cancel the Order in whole or in part without liability to the Seller; (b) refuse to accept any subsequent delivery of the Goods or Services which the Seller attempts to make;and (c) claim damages for any additional costs, losses or expenses incurred by the Buyer which are in any way attributable to the Seller’s failure to deliver the Goods or Services on the due date.

4.5If delivery pursuant to a Contract is incomplete, the Buyer reserves the right (without prejudice to any of its other rights) to reject the Goods or Services so delivered and to cancel or vary the balance of the Contract.

4.6If the Goods are delivered to the Buyer in excess of the quantities ordered, the Buyer shall not be bound to pay for the excess and any excess shall be and shall remain at the Seller’s risk and shall be returnable at the Seller’s expense.

4.7The Buyer shall not be deemed to have accepted the Goods or Services until it has had 10 days to inspect them following delivery. The Buyer shall also have the right to reject the Goods or Services as though they have not been accepted for 10 days after any latent defect in the Goods or Services has become apparent.

4.8Where the Buyer agrees in writing to accept delivery by instalments, each instalment shall be construed as a single contract between the Buyer and the Seller. Nevertheless, failure by the Seller to deliver any one instalment shall entitle the Buyer at its option to treat the entire Contract as repudiated.

4.9The Seller shall meet any performance dates for the Services specified in the Order or notified to the Seller by the Buyer.

4.10In providing the Services, the Seller shall:

4.10.1co-operate with the Buyer in all matters relating to the Services, and comply with all instructions of the Buyer;

4.10.2perform the Services with the best care, skill and diligence in accordance with best practice in the Seller's industry, profession or trade;

4.10.3use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Seller's obligations are fulfilled in accordance with this Contract;

4.10.4provide all equipment, tools and vehicles and such other items as are required to provide the Services;

4.10.5use the best quality goods, materials, standards and techniques, and ensure that all goods and materials supplied and used in the Services or transferred to the Buyer, will be free from defects in workmanship, installation and design;

4.10.6obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;

4.10.7observe all health and safety rules and regulations and any other security requirements that apply at any of the Buyer's premises;

4.10.8hold all materials, equipment and tools, drawings, specifications and data supplied by the Buyer to the Seller (Buyer Materials) in safe custody at its own risk, maintain the Buyer Materials in good condition until returned to the Buyer, and not dispose or use the Buyer Materials other than in accordance with the Buyer's written instructions or authorisation; and

4.10.9not do or omit to do anything which may cause the Buyer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Buyer may rely or act on the Services.

5TITLE AND RISK

The risk in the Goods shall pass to the Buyer when delivery of the Goods in accordance with the Order is complete (including offloading and stacking where applicable) without prejudice to any right of rejection which may accrue to the Buyer under a Contract or otherwise. The property in the Goods shall pass to the Buyer upon the earlier of delivery as described in this Condition 5 or payment of the price by the Buyer.

6PRICE AND PAYMENT

6.1The price of the Goods and Services shall be as stated in the Order or if no such price is stated in the Order then the price of the Goods or Services shall be the lowest price currently quoted or charged at the date of the Order by the Seller for those Goods or Services but in no event higher than the price most recently charged to the Buyer by the Seller for those Goods or Services.

6.2Unless otherwise agreed in writing by the Buyer, the price of the Goods and Services shall be exclusive of VAT but inclusive of all other charges.No variation in the price nor extra charges shall be accepted by the Buyer.

6.3The Seller shall invoice the Buyer as set out in Condition 4.2.Unless otherwise stated in the Order, the Buyer shall pay the price of the Goods or Services within 30 days of receipt of the invoicebut time shall not be of the essence in the performance by the Buyer of its payment obligation under this Condition 6.3.

7WARRANTY AND INDEMNITY

7.1The Seller warrants, and it is a condition of a Contract, that:

7.1.1that the Goods and Services will: (a) be fit and suitable for the purpose intended by the Buyer; (b) be of satisfactory quality; (c) be of good materials and workmanship; (d) be free from defects;and (e) correspond with any specification or description given by the Seller;

7.1.2it has all necessary licences, consents and authorisations to supply the Goods and Services to the Buyer pursuant to a Contract;

7.1.3the Goods are safe to use for their intended purposes and they and the Seller comply with all applicable laws and best practice guidance;

7.1.4it follows reasonable and proper procedures for quality control testing to ensure that the Goods and Services comply with all applicable laws and best practice guidance;

7.1.5it has an effective and responsible product recall procedure in place to ensure that any Goods may be recalled safely and effectively, if required; and

7.1.6it shall give the Buyerprompt notice of receipt of any claim filed or made with respect to any Goods, Services, or any investigation, directive, or notice from any national or international consumer product safety commission, or other governmental safety agency with respect to Goods or Services,

and the Seller shall promptly upon demand produce evidence or otherwise demonstrate to the Buyer’s satisfaction that it has and will continue to comply with this Condition 7.1.

7.2The warranties and remedies provided for in this Condition 7 and Condition 3.1 above shall be in addition to those in favour of the Buyer implied by or available at law or in equity and shall continue in force notwithstanding the acceptance by the Buyer of all or part of the Goods or Services in respect of which such warranties and remedies are applicable.

7.3The Seller shall assign to the Buyer (includingthe right to pass on to the Buyer’s customers) the full benefit of the warranty in Condition 7.1 and any other manufacturer’s warranties or any other guarantee which may apply to the Goods or Services.

7.4The warranty at Condition 7.1 shall apply to any replacement Services performed by the Seller in accordance with Conditions 4 and 11.

7.5The Seller agrees to fully indemnify and at all times to hold the Buyer, its agents, employees, officers, subsidiaries, associated companies and assigns fully indemnified from and against any and all direct, indirect, special or consequential liabilities, losses, charges, damages, costs and expenses including loss of profit, loss of business, loss of revenue, depletion of goodwill, loss of anticipated savings, loss of management time or legal and other professional costs awarded against or incurred or paid by the Buyer as a result of or in connection with:

7.5.1any breach of the warranty in Condition 7.1;

7.5.2any claim for death or personal injury caused by the Goods or Services;

7.5.3any liability under the Consumer Protection Act 1987 or any other applicable law;

7.5.4any product recall of Goods or any goods supplied by the Seller in providing the Services; and

7.5.5any act or omission in the performance of or in connection with any or all of the obligations undertaken by the Seller pursuant to a Contract, whether by reason of the negligence of the Seller, its agents, employees or sub-contractors or their agents or employees or otherwise but excluding any such liability, losses, charges, damages, costs or expenses arising directly from negligence on the part of the Buyer.

8INSURANCE

The Seller will at all times insure and keep itself insured with a reputable insurance company against all insurable liability under a Contract including against all of the Seller’s liabilities under these Conditions, including product liability insurance of no less than £5,000,000 for any one occurrence and unlimited in the aggregate and (if providing Services) professional indemnity insurance and public liability insurance of no less than £5,000,000 for any one occurrence and unlimited in the aggregate. The Seller’s insurance must cover the supply of Goods or Services within the European Union The Seller will provide all facilities, assistance and advice required by the Buyer or the Buyer’s insurers for the purpose of contesting or dealing with any action, claim or matter arising out of the Seller’s performance of a Contract.The Seller shall, promptly on request from the Buyer, produce evidence as to the terms of all applicable insurances and that they are in full force and effect (including certificates of insurance and accompanying schedules) which the Buyer shall be entitled toproduce in turn to its customers.