Vulcan Engineering Limited Group Terms and Conditions of Purchase

VULCAN ENGINEERING LIMITED GROUP
Worldwide Terms and Conditions of Purchase
Effective as of January 2022

These Worldwide Terms and Conditions of Purchase ("Terms") govern all purchases of goods or services (“Products”) by Vulcan Engineering Limited and its affiliates, subsidiaries, and divisions (collectively, “Buyer”). The Buyer and Seller are the parties named on the Purchase Order issued by Buyer (“PO”). The PO constitutes the exclusive offer of Buyer to purchase Products and incorporates these Terms.

1. Acceptance of Terms

Seller’s acceptance of the PO, acceptance of payment, commencement of fulfillment of the PO, or any act or conduct constituting acceptance under applicable law, constitutes acceptance of these Terms. These Terms govern the PO to the exclusion of any other terms and conditions. Changes to these Terms must be agreed upon in writing and signed by an authorized representative of both Buyer and Seller.

2. Price and Payment

Buyer may charge for raw materials supplied for conversion by Seller, with the final price reflecting these charges. Payment terms are 60 days from the end of the delivery month, subject to a valid VAT invoice, unless otherwise agreed. Prices on the PO are exclusive of VAT but inclusive of all other charges unless stated otherwise.

3. Delivery

Seller must deliver Products at the time specified in the PO. If Seller cannot meet the deadline, it must notify Buyer, who may grant an extension. If Seller fails to deliver on time, Buyer may cancel the PO, return undelivered Products at Seller’s expense, and recover any payments made. Delayed deliveries may incur liquidated damages at 1% of the Product price for each week’s delay, up to 10% of the price.

4. Warranty

Seller warrants that the Products will conform to the specifications in the PO, be of sound materials, perform as required, and comply with legal regulations. Seller guarantees good and marketable title free of liens and encumbrances and warrants no intellectual property rights infringement.

5. Inspection and Testing

Before dispatch, Seller must inspect and test Products for compliance. Buyer may inspect and test the Products at any stage of production or upon delivery. Buyer’s acceptance of the Products is contingent upon its satisfaction with the Products and any required certificates from Seller.

6. Indemnity and Insurance

Seller shall indemnify Buyer for any loss, damages, claims, or liabilities arising from defective Products or intellectual property infringement. Seller must maintain sufficient insurance coverage for public liability and indemnity obligations, providing evidence of such insurance upon request. Buyer’s total liability shall not exceed the PO price of the specific Products, and Buyer shall not be liable for indirect or consequential damages.

7. Termination

Buyer may terminate the PO at any time and for any reason, compensating Seller only for work-in-progress. If Seller breaches the PO, becomes insolvent, or ceases operations, Buyer may terminate the PO and recover any excess costs from securing replacement Products.

8. Buyer’s Property

All information, tooling, materials, and intellectual property supplied by Buyer remain Buyer’s sole property. Seller must maintain and insure Buyer’s property, using it exclusively for fulfilling the PO. Any inventions or discoveries arising from the use of Buyer’s property will vest in Buyer.

9. Compliance / Export Controls / Customs

Seller guarantees no involvement with terrorists or criminal organizations. Seller must comply with all applicable export and import laws and provide evidence of the Products' origin. Non-compliance with export regulations may result in liability for losses or damages.

10. Confidentiality

Seller shall not advertise its business relationship with Buyer without written consent. Seller must keep all confidential information received from Buyer secure and share it only with those necessary for fulfilling the PO.

11. Health and Safety

While on Buyer’s premises, Seller must comply with Buyer’s health and safety policies, available upon request.

12. Anti-Bribery and Anti-Corruption

Seller must comply with all relevant anti-bribery and anti-corruption laws, including the UK Bribery Act 2010. Seller must maintain its own policies to ensure compliance and promptly report any potential breaches. Seller agrees to adhere to Buyer’s anti-bribery policies and Code of Conduct.

13. Modern Slavery

Seller warrants that it complies with the Modern Slavery Act 2015 and that neither Seller nor its agents are involved in slavery or human trafficking. Any breach must be immediately reported to Buyer.

14. General

  • Waiver: Buyer’s failure to assert rights does not constitute a waiver.
  • Assignment: Seller may not assign or subcontract the PO without Buyer’s written consent.
  • Severability: Invalid provisions will be modified as necessary without affecting the remainder of the Terms.
  • Entire Agreement: These Terms represent the entire agreement between Buyer and Seller regarding the PO.
  • Force Majeure: Buyer reserves the right to defer or cancel the PO due to circumstances beyond its control, including natural disasters, war, terrorism, or labor disputes.
  • Notice: All notices must be in writing and addressed to the respective party’s registered office.
  • Set-off: Buyer may set off any sums owed by Seller. Seller may not set off any claims against Buyer without legal justification.

15. Applicable Law and Dispute

The PO shall be governed by the laws of the jurisdiction in which Buyer’s facility issuing the PO is located. Disputes will be settled by binding arbitration under the rules of the International Chamber of Commerce.

16. Language and Translations

English is the legal language of the PO. In case of discrepancies or disputes, the English version shall prevail.

For more information, please visit our website: www.vulcanseals.com.

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