Last updated on 1st April 2023
IMPORTANT: The Purchase Order Terms and Conditions establish the legal framework governing the procurement of goods or services between Enterprise Data Insight, Incorporated (referred to as “Buyer”) and the designated Supplier. These terms supersede any prior agreements and are integral to each purchase order issued by the Buyer. They outline the rights and responsibilities of both parties regarding order modifications, termination, delivery, inspection, and acceptance of goods or services. The Supplier must comply with specified requirements, including origin restrictions and timely delivery, while the Buyer retains the right to reject nonconforming items and seek remedies for breaches of contract.
PURCHASE ORDER TERMS AND CONDITIONS
1. APPLICABILITY
These terms and conditions, along with any terms specified on the face of Buyer’s purchase order (“Order”), constitute the entire agreement governing the purchase of goods or services between the affiliate or subsidiary of Enterprise Data Insight, Incorporated named on the Order (“Buyer”) and the supplier named on the Order (“Supplier”). They supersede all prior agreements between Buyer and Supplier regarding the subject matter of the Order. In the event that the Order pertains to the same subject matter covered by a written agreement between Buyer and Supplier, the terms and conditions of said written agreement shall prevail over those of the Order. Any reference in the Order to Buyer’s specifications or statement(s) of work incorporates said documents into the Order, and in the event of a conflict, these documents shall supersede the terms of the Order unless otherwise agreed upon in writing by Buyer and Supplier. Any additional terms and conditions proposed by Supplier, whether through acknowledgement, confirmation, invoice, or any other documents, are explicitly rejected. All official communications between Buyer and Supplier must be conducted in English unless mutually agreed otherwise in writing or as required by law.
2. ORDERS
An Order is considered final upon transmission by the buyer to Supplier. Buyer reserves the right to terminate or modify an Order in writing at any time, even after delivery, provided that Buyer reimburses Supplier for any reasonable direct costs resulting from such cancellation or modification, and Supplier refunds any advance payments made by Buyer. Buyer may, upon reasonable notice, reclaim any of its property within Supplier’s possession or control, at Supplier’s expense. Any services rendered or goods provided by Supplier without an Order from Buyer are undertaken at Supplier’s own risk and expense. The term of the Order is as specified on its face or, if unspecified, commences on the date of the Order and continues until the final delivery of goods or services under the Order.
3. VOLUMES
Buyer is not obligated to purchase any minimum volume of goods or services unless expressly indicated in the Order. Forecasts of volume are non-binding on Buyer. Supplier must promptly inform Buyer of any shortages in the supply of raw materials, goods, resources, or personnel necessary for fulfilling the Order and present a corrective action plan to Buyer.
4. ORIGIN
Supplier warrants that the goods and services provided shall not directly or indirectly originate from any country, person, or entity that would cause Buyer to violate or incur penalties under U.S. or other applicable economic sanctions laws. Upon Buyer’s request, Supplier shall furnish all necessary information to identify the origin, place, and date of manufacture of the goods, raw materials used, and any other pertinent information, including serial or batch numbers.
5. DELIVERY
Supplier shall deliver goods and/or services to Buyer in accordance with the terms of the Order, including but not limited to volume, price, delivery date, terms, and location. All goods delivered must conform to the specifications or statement(s) of work attached to the Order or otherwise communicated to Supplier and agreed upon or accepted by Supplier. Timely delivery and performance are essential aspects of the Order. Supplier shall provide all necessary documents relating to the goods or services, including drawings, instructions, certifications, and customs clearance documentation.
6. INSPECTION, ACCEPTANCE, AND REMEDIES
Buyer shall have a reasonable period after delivery to inspect and accept the services. Buyer may inspect delivered goods for packaging integrity, correct identity, and quantity and shall notify Supplier promptly of any deficiencies. Buyer’s receipt, inspection, or non-inspection of goods or services does not constitute acceptance and does not waive Buyer’s rights to reject nonconforming goods or services, recover damages, or pursue other remedies. Rejected goods may be returned to Supplier at Supplier’s expense, with Buyer being refunded for any payments made. If goods or services do not meet warranty requirements, Buyer may reject them and, at its discretion, require replacement, refund, or termination of the Order.
7. RISK OF LOSS AND TITLE
Unless stated otherwise in the Order, Supplier bears the risk of loss or damage to goods until they are physically delivered to Buyer’s specified location. Title to the goods passes to Buyer upon physical delivery, unless payment is made earlier.
8. PRICES AND TAXES
Prices specified in the Order are fixed and inclusive of all costs to fulfill the Order, including taxes and governmental charges unless otherwise indicated. Supplier shall promptly reimburse Buyer for any additional taxes or charges related to the purchased goods or services.
9. INVOICING AND PAYMENT
Supplier shall invoice Buyer for amounts due under the Order, clearly stating Buyer’s Order number and other relevant information. Buyer shall pay undisputed invoices in accordance with the payment terms specified in the Order or as required by law. Buyer retains the right to withhold payment for disputed amounts and may set off claims against amounts due to Supplier. Late payments accrue interest at a rate of 3% above the Bank of England’s base rate.
10. CONFIDENTIALITY
Supplier agrees to maintain the confidentiality of Order terms and all confidential information received from Buyer for the longer of the maximum period permitted by law or 10 years following the Order’s expiration or termination. Supplier shall not disclose or use such information except as necessary to fulfill the Order or as required by law, and shall promptly return or destroy such information upon Order termination or expiration.
11. PROPRIETARY INFORMATION
Materials provided by Buyer are for Supplier’s use solely in relation to the Order. Supplier shall not acquire any rights to such materials beyond what is necessary to fulfill the Order and shall return or destroy them upon Order completion or termination.
All goods, materials, deliverables, work product, or services that are the subject of intellectual property rights developed under the Order, whether based on Buyer’s information or developed for Buyer, shall be exclusively owned by Buyer. Supplier agrees to assign and hereby assigns to Buyer all rights, titles, and interest in such intellectual property rights without additional compensation. If assignment is not feasible under applicable laws, Supplier grants Buyer an exclusive, perpetual, worldwide license to use such intellectual property. Supplier also grants Buyer a non-exclusive license to use Supplier’s pre-existing intellectual property necessary for Buyer to use the goods, materials, deliverables, or services. Supplier acknowledges that the price of the Order includes compensation for such assignment or license. This provision does not affect the pre-existing intellectual property rights of the parties, nor does it grant Supplier any express or implied rights or licenses with respect to Buyer’s information, materials, or intellectual property rights other than those necessary for Order performance.
12. WARRANTIES.
The Supplier warrants, in addition to any other express or implied warranties, that:(i) Goods and Related Processes: The supplied goods, including their manufacture, packaging, storage, handling, transportation, and delivery (as specified in the Order), will: (a) Comply with all applicable laws, rules, regulations, and codes of the countries of manufacture and delivery. (b) Conform to the specifications, drawings, samples, safety requirements, and other descriptions communicated by the Buyer or contained in the Order or provided/approved by the Buyer. (c) Be of satisfactory quality, made from good materials and workmanship, and free from defects, liens, charges, or other encumbrances. (d) Not infringe on any third-party rights, including intellectual property rights. (e) Be fit for their intended purpose as specified in the Order.
(ii) Services and Deliverables: The services and deliverables will be performed: (a) In a professional and workmanlike manner with all reasonable care and skill. (b) In accordance with the best industry practices. (c) In compliance with all applicable laws, rules, regulations, and codes. (d) According to the specifications and requirements of the Order, including all of the Buyer’s communicated safety and other requirements. (e) In a manner that does not infringe any third-party rights, including intellectual property rights.
(iii) Operational and Compliance Commitments: The Supplier commits to: (a) Not change the composition, characteristics, or production method of the goods without the written consent of the Buyer. (b) Deliver the goods and perform the services within the timelines specified in the Order, adhering to Delivered Duty Paid (DDP) terms per Incoterms® 2020, unless specified otherwise in the Order. (c) At its own expense, initiate, maintain, and supervise all legally required or industry-standard environmental and safety precautions and programs relevant to the goods or services. (d) At its own cost, obtain and maintain all necessary permits, licenses, or approvals and comply with all legal notifications required for the provision of the goods or services. (e) At its own cost, provide all labor, materials, machinery, equipment, tools, transportation, and other facilities and services necessary for the proper and safe execution and completion of the Order, unless otherwise specified in the Order. (f) Be solely responsible for all methods and procedures of delivering and coordinating all parts of the goods or services, unless otherwise stipulated in the Order. (g) Be solely responsible for the proper and safe handling, transportation, and disposal of all materials, substances, and chemicals brought onto the Buyer’s premises, including management of any resulting waste. (h) Meet all requirements and documentation necessary for certifications that the Buyer may require for the goods, ensuring acceptance by certifying agencies. (i) Remove its employees, representatives, and other personnel from the Buyer’s premises upon request by the Buyer. (j) Comply with all applicable laws, rules, and regulations.
(iv) Legal Rights of Personnel: Supplier’s and its subcontractors’ personnel performing services will have the legal right to work in the country where the services are being performed and will not be prohibited, by contract or otherwise, from performing services for the Buyer.
(v) Employment Status: Supplier’s personnel and subcontractors will remain, at all times during the performance of the services, as the Supplier’s employees, agents, or subcontractors. None of the benefits provided by the Buyer to its employees will be available to Supplier’s personnel or subcontractors.
(vi) Relationship of Parties: The relationship between the Buyer and Supplier is that of independent contractors. The Order does not create a partnership, joint venture, legal entity, agency, or employment relationship between the parties.
13. DATA PRIVACY.
The Supplier and Buyer acknowledge that the transfer or sharing of personal data under this Order will be limited to the amount necessary to appropriately administer and fulfill the Order’s terms. Both parties agree to comply with all applicable privacy and data protection laws and regulations, ensuring no breaches of these laws occur. The Supplier will adhere to the Enterprise Data Insight Data Processing Policy, available at www.edatainsight.com/data-processing, which serves as a compliance checklist. The Supplier is prohibited from transferring personal data to any third party without the Buyer’s prior written consent. Should the Order necessitate further processing of personal data, the parties will execute a separate data processing agreement to govern such activities.
14. ANTI-BRIBERY.
The Supplier must not engage in any actions that violate anti-bribery or anti-corruption laws in connection with the Buyer’s Order. This includes refraining from offering, giving, or authorizing any form of bribe, whether directly or indirectly, to influence any public or private party to obtain or retain business or any improper advantage. The Supplier is required to promptly report to the Buyer any solicitation for or offer of an undue advantage related to the Order. Enterprise Data Insight Supplier Anti-Corruption and Bribery Policy, which can be accessed at https://edatainsight.com/anti-corruption-and-bribery-policy/
15. SUPPLIER CODE OF CONDUCT.
The Supplier represents and warrants compliance with the Enterprise Data Insight Supplier Code of Conduct, which can be accessed at https://edatainsight.com/code-of-ethics. This adherence extends to all subcontractors and agents acting on behalf of the Supplier in the fulfillment of the Order.
16. LIABILITY.
The Supplier will be held liable for all damages, losses, or liabilities incurred by the Buyer or its affiliates due to any breach or failure to perform by the Supplier or its agents or subcontractors. This includes costs associated with repair, recall, replacement, or additional services needed due to defective goods or services, even if such defects are alleged.
17. INDEMNIFICATION.
The Supplier agrees to indemnify and hold harmless the Buyer, its affiliates, subsidiaries, directors, officers, and agents from any claims, liabilities, fines, penalties, costs, or expenses, including reasonable attorneys’ fees, arising from non-conforming goods or services, any infringements of intellectual property, or from any negligent or wrongful acts of the Supplier and its personnel. This indemnity also covers environmental damages like spills or leaks caused by the Supplier.
18. INSURANCE.
Throughout the term of the Order and for six months following the expiry of the goods’ shelf life, the Supplier must maintain sufficient insurance coverage. This includes public and product liability insurance with a minimum limit of €5 million for goods and employer’s liability and professional indemnity insurance with minimum limits of €2 million and €1 million, respectively, for services. Copies of the insurance certificates must be provided to the Buyer upon request.
19. AUDIT.
The Buyer reserves the right to audit and inspect the Supplier’s facilities and records related to the Order to ensure compliance. This includes reasonable access to the Supplier’s facilities, personnel, and production processes. The Supplier is obligated to cooperate with the Buyer’s audits or inspections. The conduct or omission of such audits does not relieve the Supplier of its obligations under the Order.
20. FORCE MAJEURE.
Neither party will be held liable for delays or failures in performance resulting from force majeure events, which are defined as external, unforeseeable events not attributable to the fault of the party affected. The parties agree that issues such as transport disruptions, illness, strikes, or raw material shortages do not constitute force majeure events. The Buyer may terminate the Order without cost if a force majeure event persists or is anticipated to persist beyond 30 calendar days. The Supplier is required to notify the Buyer immediately if a force majeure event affects the availability or delivery of goods or services.
21. PUBLIC ANNOUNCEMENTS.
Neither party shall make public statements, declarations, advertising, press releases, or any other disclosure concerning the Order or its subject matter to third parties without the prior written consent of the other party. Both parties shall exert best efforts to avoid any statements or actions that might damage the good reputation of the other party.
22. PUBLICITY.
The Supplier and its personnel are prohibited from using the names, trademarks, logos, service marks, or trade names of the Buyer or its affiliates and subsidiaries for any purpose. The Supplier must not advertise, publicize, or disclose its relationship with the Buyer or its affiliates and subsidiaries in any form without the Buyer’s explicit prior written approval.
23. CRISIS MANAGEMENT.
In the event of a Crisis, defined as a severe disruption in business continuity, significant uncertainty, or situations likely to draw media or authority attention and posing a threat to people, the environment, or the business, the Supplier must notify the Buyer within 4 hours of the event’s occurrence. The Supplier is restricted from making public statements or communications concerning the Crisis without the Buyer’s prior written consent, unless legally required.
24. WAIVER.
The failure or delay by the Buyer to exercise any right or remedy under the Order does not constitute a waiver of that right or remedy. Any waiver must be explicitly made in writing and signed by the Buyer.
25. ASSIGNMENT AND SUBCONTRACTING.
The Supplier may not assign, transfer, or subcontract its rights and obligations under the Order without the Buyer’s prior written consent. Any permitted subcontracting does not relieve the Supplier of its responsibilities under the Order.
26. SEVERABILITY.
Should any provision of the Order be deemed invalid, illegal, or unenforceable by a court, such determination will not impact the validity of the remaining provisions of the Order, which will continue in full force and effect.
27. GOVERNING LAW AND JURISDICTION.
The Order and any disputes related to it will be governed by and construed in accordance with the laws of England, without regard to its conflict of law principles. The parties agree to the exclusive jurisdiction of the courts of England for any disputes arising from the Order.
28. EXCLUSION OF CONVENTIONS.
The United Nations Convention on Contracts for the International Sale of Goods (1980) and the United Nations Convention on the Limitations Period in the International Sale of Goods, along with its amending protocol, will not apply to the Order.
29. THIRD PARTY RIGHTS.
The Order does not grant any enforceable rights to third parties, except as explicitly stated within the Order in relation to the Buyer’s affiliates and subsidiaries.
30. CONFLICT.
These terms and conditions have been drafted in English. In the event of any inconsistency between the English version and any translation, the English version shall prevail, to the extent permitted by applicable laws.
31. SURVIVAL.
The rights and obligations contained in specified sections of these terms and conditions will survive the termination or expiration of the Order for any reason.
Signature: [The Supplier’s authorized signatory is required here, with a statement confirming that they are duly authorized, have read, understand, and agree to be bound by the terms and conditions of the Order.]