Purchase Order Terms and Conditions

1. These purchase order terms and conditions (“Conditions”) apply to any agreement made between us, Sports & Leisure Management Ltd (or any of our group companies, namely, SLM Community Leisure Charitable Trust, SLM Fitness and Health Limited and/or SLM Food and Beverage Limited) (“Customer”), and you, the Supplier for the purchase by us of goods and/or services (“Contract”).

2. Interpretation

• The following definitions and rules of interpretation apply in these Conditions.

2.1 Definitions:

• Applicable Laws: means all laws, rules, regulations, and other requirements of relevant regulatory authorities which have the force of law together with any industry codes of practice in effect from time to time.
  
• Business Day: a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
• Confidential Information: means the provisions of the Contract and all information which is secret or otherwise not publicly available (in both cases either in its entirety or in part), whether disclosed orally or in writing before or after the date of the Contract.
• Delivery Date: the date specified in the Order, or, if none is specified, as soon as reasonably practicable or as required by the Customer.
  
• Delivery Location: the address for delivery of Goods as set out in the Order.
• Goods: the goods (or any part of them) set out in the Order.
• Intellectual Property Rights: any patent, copyright, trade mark, service mark or trade name, right in design, image right, moral right, right relating to passing off, domain name, right in confidential information (including trade secrets) or right of privacy, and all similar or equivalent rights anywhere in the world in each case whether registered or not and including all applications (or rights to apply) for registration of the foregoing.
• Mandatory Policies: the Customer’s business policies listed in the Schedule 1, as amended by notification to the Supplier from time to time.
• Order: means any order from the Customer to the Supplier for the supply of Goods and/or Services, as set determined by the Customer from time to time.
• Price: the price for the Goods and/or Services as set out in the Order or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date the Contract came into existence, or such other price as agreed between the parties.
• Specification: any description or specification for the Goods and/or Services, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier and referred to or included in the applicable Order.
• Supplier: the person or firm from whom the Customer purchases the Goods and/or Services.

2.2 Interpretation:

• (a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
• (b) A reference to a party includes its representatives, successors and permitted assigns.
• (c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
• (d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.(e) A reference to writing or written includes emails.

3. Basis of contract

• 3.1  Subject to Clause 3.2 of these Conditions, these Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing and the Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that are inconsistent with these Conditions.
• 3.2 Where, prior to the issue of these Conditions, the Customer and the Supplier have entered into a binding written contract (Prior Contract), the Prior Contract shall take priority over these Conditions and these Condition shall be deemed to be supplemental to that Prior Contract. In case of any conflict between these Conditions and the Prior Contract, the terms of the Prior Contract shall prevail.
• 3.3 The Order constitutes an offer by the Customer to the Supplier to purchase the Goods and/or Services in accordance with these Conditions.
• 3.4 The Order shall be deemed to be accepted on the earlier of:(a) the Supplier issuing a written acceptance of the Order; and
  (b) the Supplier doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence (“Commencement Date”).
• 3.5 No Order shall be capable of acceptance by the Supplier unless it is a Customer official purchase order generated by the Customer’s purchase order system and issued to the Supplier in writing.
• 3.6 The parties acknowledge and agree that, in entering into any Contract the Customer does not give any form of exclusivity in respect of the purchase of Goods/ and or Services and it shall not at any time be prohibited or restricted from purchasing similar or equivalent goods and/or services from an alternative Supplier which are the same or as similar to the Goods and/or Services to be supplier under this Contract.

4. Provision of Goods

• 4.1 If the Contract is for or includes Goods, then the Supplier shall ensure that the Goods:
  • (a) correspond with their description and any applicable Specification;
  • (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgement;
  • (c) where they are manufactured products, be free from defects in design, material and workmanship and remain so for 12 months after delivery; and
  • (d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling, and delivery of the Goods.
• 4.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.
• 4.3 The Supplier shall use its best endeavours to transfer or assign to the Customer or otherwise obtain for the benefit of the Customer any guarantee, warranty or other confirmations of quality, title or fitness for purpose by any manufacturer of Goods in respect of the Goods to the extent that the same is capable of such transfer or assignment to the Customer or otherwise providing such benefit for the Customer.
• 4.4 The Customer shall not be deemed to have accepted any Goods until it has had a reasonable time to inspect them following delivery or any latent defect has become apparent.

5. Delivery of Goods

• 5.1 The Supplier shall ensure that:
  • (a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
  • (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
  • (c) if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.
• 5.2 The Supplier shall deliver the Goods on the Delivery Date to the Delivery Location during the Customer’s normal business hours, or as instructed by the Customer.7
• 5.3 If the Supplier:
  • (a) delivers less than the quantity of Goods ordered, the Customer may reject the Goods; or
  • (b) delivers more than the quantity of Goods ordered, the Customer shall have no responsibility for the excess goods delivered.
• 5.4 The Supplier shall not deliver the Goods in instalments without the Customer’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all, or any defect in an instalment shall entitle the Customer to the remedies set out in clause 7.
• 5.5 The Goods shall be at the risk of the Supplier until they are delivered in accordance with the Contract when the title to and risk in the Goods shall pass to the Customer.

6. Provision of Services

• 6.1 If the Contract is for or includes Services then, the Supplier shall from the Commencement Date for the duration of the Contract provide the Services to the Customer in accordance with the terms of this Contract.
• 6.2 The Supplier undertakes, represents and warrants to the Customer that the Supplier shall:
  • (a) co-operate with the Customer and any third parties engaged to provide services to the Customer and comply with all reasonable instructions and guidelines of the Customer and all health and safety rules and regulations and any other security requirements that apply at any of the Customer’s premises;
  • (b) perform the Services with reasonable care, skill and diligence in accordance with good industry practice in the Supplier’s industry, profession or trade;
  • (c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;
  • (d) ensure that the Services will conform with all descriptions, standards and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly makes known to the Supplier;
  • (e) provide all equipment, tools and vehicles and such other items as are required to provide the Services;
  • (f) obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
  • (g) comply with all Applicable Laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Services, and the Mandatory Policies or such other policies and site rules of the Customer as notified by the Customer to the Supplier from time to time;
  • (h) hold all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier (“Customer Materials”) in safe custody at its own risk, maintain the Customer Materials in good condition until returned to the Customer, and not dispose or use the Customer Materials other than in accordance with the Customer’s written instructions or authorisation;
  • (i) not do or omit to do anything which may cause the Customer 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 Customer may rely or act on the Services; and
  • (j) comply with any additional obligations as set out in the Specification.

7. Customer remedies

• 7.1 Where there is a breach of the Supplier’s warranties in Clause 5 (Provision of Goods) or Clause 6 (Provision of Services), or the Goods are not delivered on the Delivery Date  the Customer may, without limiting its other rights or remedies, exercise one or more of the following rights and remedies:
  • (a) to terminate the Contract;
  • (b) to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;
  • (c) to require the Supplier at its sole cost to repair or replace the rejected Goods or re-execute the Services, or to provide a full refund of the Price;
  • (d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
  • (e) to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods or services from a third-party supplier; and
  • (f) to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.
• 7.2 These Conditions shall also apply to any repaired or replacement Goods, or re-executed Services supplied by the Supplier.
• 7.3 The Customer’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.

8. Intellectual Property Rights

• 8.1 The Supplier acknowledges that all materials, including any Specifications, and data supplied by the Customer are the exclusive property of the Customer and shall be treated by the Supplier as strictly confidential, in safe custody at its own risk and shall be returned by the Supplier to the Customer at the Supplier’s sole risk and cost.
• 8.2 Any and all Intellectual Property Rights created or acquired in the course of or as a result of any of the Services carried out by the Supplier under or in pursuance of the Contract shall belong exclusively to the Customer.
• 8.3 The Supplier shall grant or procure the grant of an adequate licence to the Customer at no extra cost of any Intellectual Property Rights which the Supplier does not own, incorporated or utilised in any work done by the Supplier for the Customer , or Goods or Services provided, in pursuance of the Contract sufficient to enable the Customer  to make full use (including to repair, maintain and update) of such work, Goods or Services.

9. Price and payment

• 9.1 The Price shall be fixed and shall be inclusive  of all packaging, insurance and carriage, duties, taxes or licences, delivery costs and all other costs incurred by the Supplier in relation to the Order and its delivery or performance unless otherwise specified in the Order.
• 9.2 All sums payable under the Contract are exclusive of VAT and the Customer shall be liable to pay to the Supplier at the prevailing rate subject to the receipt of a valid VAT invoice.
• 9.3 No extra charges shall be effective unless agreed in writing with the Customer.
• 9.4 The Supplier may only invoice the Customer for price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery of the Goods or performance of the Services (or if staged payments have been agreed after completion of the relevant stage has been completed to the Customer’s satisfaction in accordance with the Contract). Any invoices received before such date shall be deemed received on the date of delivery of the Goods or completion of the performance of the Services.
• 9.5 The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, the Customer’s purchase order number, the Supplier’s VAT registration number, any supporting documents that the Customer may reasonably require and in such form as the customer may from time to time specify.
• 9.6 The Customer shall pay correctly rendered invoices at the end of the month following the month of receipt of the invoice. Payment shall be made to the UK bank account nominated in writing by the Supplier.
• 9.7 If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when the base rate is below 0%. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be due, from the 7 days after the dispute is resolved until payment.
• 9.8 The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. Any exercise by the Customer of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.

10. Indemnity

• 10.1 In addition to any other remedy available to the Customer, the Supplier shall indemnify defend and hold harmless the Customer, its group companies and their respective directors, officers and employees in full and on demand, from and against any and all direct and indirect liabilities, costs, expenses, claims, demands damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Customer as a result of or in connection with:
  • (a) any claim made against the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the manufacture, supply or use of the Goods or receipt, use or supply of the Services, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
  • (b) any claim made against the Customer by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
  • (c) any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods or Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.
• 10.2 This Clause 10 shall survive termination of the Contract.

11. Insurance

• 11.1 The Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance, public liability insurance, and such other insurance policies as are appropriate or adequate having regard to its obligations and liability under the Contract, to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

12. Data protection

• The parties shall comply with their data protection obligations as set out in the Data Protection Policy.

13. Confidentiality

• 13.1 Each party shall keep and procure to be kept secret and confidential all Confidential Information belonging to the other party disclosed or obtained as a result of the relationship of the parties under the Contract and shall not use nor disclose the same save for the purposes of the proper performance of the Contract or with the prior written consent of the other party.

14. Termination

• 14.1 If for any reason the Customer is unable to accept delivery of the Goods or performance of the Services then the Customer may by written notice to the Supplier terminate or suspend delivery of any of the undelivered Goods, or the performance of unperformed Services. The Customer shall pay the Supplier fair and reasonable compensation for any work up to the date of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
• 14.2 The Customer may terminate the Contract for convenience at any time on 30 days’ prior written notice to the Supplier.
• 14.3 Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:
  • (a) the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
  • (b) the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
  • (c) the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;

15. Confidentiality

• 15.1 Save to the extent otherwise required by Applicable Laws, on termination or expiry of the Contract, the Supplier shall immediately return all Customer Materials and Confidential Data and all copies of such data.
• 15.2 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
• 15.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

16. Force majeure

• 16.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control including Act of God, fire, flood, lightning, compliance with any law or governmental order, rule, regulation or direction war, revolution, act of terrorism, riot or civil commotion, but excluding strikes whether of the affected party’s own employees or otherwise failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services.
• 17. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

18. General

18.1 Assignment and other dealings

• (a) The Customer may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
• (b) The Supplier may not assign, transfer, subcontract, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Customer and if such consent is granted the Supplier shall remain responsible for all the acts and omissions under this Contract.18.2 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

18.2 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

18.3 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Customer.

18.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of the Contract is deemed deleted under this clause 18.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

18.6 Notices.

• (a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
  • (i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
  • (ii) sent by email to the address (if any) specified in the Order.
• (b) Any notice shall be deemed to have been received:
  • (i) if delivered by hand, at the time the notice is left at the proper address;
  • (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the Business Day after posting; or
  • (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 18.6(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in England and Wales.

18.7 Third party rights.

• (a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
• (b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

18.8 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

18.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Schedule 1     CUSTOMER’S MANDATORY POLICIES

The Mandatory Policies are:

Modern Slavery Statement

Data Protection Policy (Privacy Policy)

Equality and Diversity Policy

Child Safeguard Policy