These Terms & Conditions of Purchase apply to all orders placed by Engineered Solutions (Projects) Ltd from the date of issue. It is your responsibility to request a copy of these terms. Failure to do so does not relieve you of the obligation to comply. These terms are available on request and are deemed accepted in full upon acceptance of any purchase order or engagement by us.
1) BASIS OF CONTRACT
All goods and services supplied to us must comply with these Terms and Conditions of Purchase. Any variation must be agreed in writing. No other terms, including those proposed by you (the supplier), shall apply unless explicitly accepted by us in writing.
2) LEGAL COMPLIANCE
This contract is governed by the laws of England and all contracts are deemed to have taken place in England. All goods and services supplied must comply fully with UK and applicable international laws, standards, and regulations.
3) ORDER CONFIRMATION
No obligation is placed on us unless an official purchase order has been issued by us to you. Quotations or discussions do not constitute acceptance. The order number must appear on all correspondence, invoices, and delivery notes.
4) QUALITY, STANDARDS AND CONFORMITY
All goods must conform strictly to the specifications, drawings, quantities, dimensions, tolerances, and other requirements stated in our order. We reserve the right to reject any goods or services which do not conform, at your cost.
5) DELAYS AND DEFAULTS
Time is of the essence. If you fail to deliver the goods or services by the agreed date, or if your performance is defective, we reserve the right to cancel the order, return the goods at your expense, or recover costs associated with any resulting delay, disruption, or rework.
6) TITLE AND RISK
Risk remains with you until goods are delivered to and accepted at our nominated delivery location. Title transfers to us only upon full and satisfactory delivery.
7.1) PREPAYMENT AND RIGHT TO RECLAMATION
Where payment is made in advance for goods or materials, you agree to clearly identify and segregate such goods from other stock, mark them as belonging to us, and hold them in trust for our benefit pending delivery.
In the event of non-delivery, delay, or breach of contract, we reserve the right to access your premises with appropriate notice for inspection or take possession of goods equivalent in type or value as compensation. Your failure to properly identify the goods will not prevent us from enforcing a right to recover goods or seek damages. We reserve the right to issue vesting certificates covering such goods.
7.2) CUSTOMER RELATIONSHIP PROTECTION – NON-CIRCUMVENTION
We act as field engineers and professional intermediaries on behalf of end customers. In doing so, we may acquire goods and services from you in trust. You acknowledge that any customer introduced by us is considered our protected commercial contact.
Any attempt to circumvent us or deal directly with our customers resulting from our work constitutes a breach of contract. You agree to compensate us in full for any and all losses, including lost revenue, margin, or project value. You further agree to cease such contact for a period of five (5) years. This clause survives termination and is enforceable under English law.
In accepting our business, you confirm your unconditional acceptance of these undertakings as reasonable, necessary, and proportionate terms of engagement.
8) RIGHT OF INSPECTION AND AUDIT
We reserve the right to access your premises, storage facilities, manufacturing locations, or subcontractor sites upon reasonable notice to inspect:
- The status, condition, or progress of any goods or services ordered by us;
- The segregation and identification of goods paid for in advance;
- The materials, components, or documentation used in fulfilling our order;
- Your quality control procedures, certifications, and subcontractor arrangements relevant to our order.
This right extends to any third-party auditor or appointed representative we may nominate. Any refusal to grant such access, or failure to maintain transparent records and access to designated goods, shall be treated as a breach of contract.
Nothing in this clause removes your obligation to meet delivery terms, provide accurate information, or accept liability for non-performance.
9) COMPLIANCE, INDEMNITY AND PROOF OF STANDARDS
You warrant that all goods and services supplied by you comply fully with applicable UK and international legislation, insurance requirements, safety standards, and employment regulations. This includes, but is not limited to, lawful sourcing, correct classification, product safety certifications, and fair labour practices.
You indemnify us in full against any claims, losses, or legal actions arising from infringement of patents, copyrights, design rights, trademarks, or any other intellectual property related to your products, components, or services.
You are required to maintain, and upon request must provide, documentation proving your compliance with all applicable statutory obligations, product safety or conformity standards, insurance policies, and employment-related requirements. Failure to do so will constitute a material breach of contract and may result in immediate termination and legal recourse.
10) WARRANTY OF ORIGIN AND ETHICAL SOURCING
You warrant that all goods and materials supplied are lawfully produced, ethically sourced, and not subject to trade restrictions, embargoes, or sanctions. You are responsible for verifying country of origin, supply chain compliance, and adherence to environmental, social, and governance (ESG) principles applicable to your industry.
11) RIGHT TO WITHHOLD PAYMENT
We reserve the right to withhold full or partial payment for any goods or services until delivery has been completed in full, inspected, and found to be in full compliance with the purchase order and applicable specifications. No payment shall be construed as acceptance of incomplete or defective supply.
12) ANTI-CORRUPTION AND LEGAL COMPLIANCE
You warrant full compliance with the Bribery Act 2010, the Proceeds of Crime Act 2002, all anti-money laundering legislation, and relevant international anti-corruption laws. Any violation, whether by you or your subcontractors, shall constitute a material breach of contract and grounds for immediate termination and legal action.
13) ASSIGNMENT AND SUBCONTRACTING
You may not assign, subcontract, or otherwise transfer your obligations or any part of this contract without our prior written consent. You remain fully responsible for all goods, services, and actions of any approved subcontractors.
14) SURVIVAL OF TERMS
Clauses relating to indemnity, compliance, inspection, customer protection, IP, and confidentiality shall survive the completion, cancellation, or termination of any contract or order. These clauses shall remain enforceable for a period of five (5) years from the date of last delivery.
15) JURISDICTION
All contracts and disputes arising under these terms shall be governed by the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.
16) BRANDING AND IDENTITY PROTECTION
All goods supplied to us must carry our branding, identification marks, and communication details as a condition of purchase. No supplier or manufacturer branding may appear on any product, packaging, documentation, or visible part of the delivered goods unless explicitly agreed in writing by us.
Where supplier branding is permitted, it must be subject to either (a) a written agreement confirming an exclusive territory granted to us, or (b) a binding commitment from the supplier to refer business back to us and not to solicit or accept business directly from customers introduced or influenced by our involvement.
These provisions exist to protect our commercial position, our client relationships, and our supply chain integrity. Any breach of this clause will be treated as deliberate circumvention and grounds for full commercial compensation.
17) CONTROL OF DOCUMENTS, REUSE RIGHTS, AGENCY, AND PAYMENT TIMING
17.1 DOCUMENT CONTROL AND REUSE RIGHTS
You agree that all drawings, technical data, certificates, manuals, conformity declarations, and any related documentation supplied by you in connection with any order placed by us may be:
- Rebranded, relabelled, or integrated into our documentation under our company identity;
- Supplied to end customers, contractors, certifiers, or regulatory authorities without restriction;
- Used by us for installation, design, certification, compliance, audit, or any technical purpose related to the order;
- Stored, reproduced, or redistributed as part of our contractual, quality, or operational obligations.
You warrant that you are legally entitled to grant these rights, and that no upstream supplier, licensor, or third party prohibits or restricts such reuse.
You indemnify us in full against any claim, cost, or legal action arising from our lawful reuse or redistribution of such materials.
17.2 APPOINTMENT OF US AS AUTHORISED AGENT
By accepting our purchase order, you appoint us as your authorised commercial and technical agent solely for the purposes of:
- Representing technical specifications, performance data, installation requirements, and certifications to our customer;
- Liaising with end customers regarding warranties, compliance, clarification of scope, or product information;
- Coordinating payment terms, delivery arrangements, and contractual queries where we are forwarding or managing the order on your behalf.
This authorisation is necessary for the proper performance of our role as field engineers and intermediaries and applies to all current and future orders unless varied explicitly in writing.
17.3 PAYMENT TIMING (“PAY WHEN PAID”)
Where we are acting as intermediary or field engineer on behalf of our client and are forwarding payment for goods or services supplied by you, the following terms apply:
- Payment to you shall be made strictly on a “pay when paid” basis unless explicitly agreed otherwise in writing;
- You accept that no debt is due or payable to you until we have first received cleared funds from our client in respect of the goods or services forming your invoice;
- You acknowledge that this reflects standard practice in engineering, project, and site-based contracting, and that we are not responsible for delays in client payment outside our control;
- Both parties shall act in good faith to establish commercially reasonable invoicing and settlement arrangements based on the client’s payment release schedule.
17.4 SURVIVAL AND APPLICATION OF CLAUSE 17
The rights, authorisations, and indemnities set out in this clause apply to all documentation and all goods supplied under any order placed by us and shall remain enforceable for five (5) years from the date of last delivery unless varied explicitly in writing.