Terms and Conditions

The use of this website is subject to the following terms and conditions which you should read carefully. By using the website, users are deemed to have full knowledge of these terms and conditions and to accept them.

We do our best to ensure that the web site operates properly at all times, but we make no warranties as to the availability or accessibility of the web site, and (save as otherwise set out in these terms and conditions) we will not be liable for any damages, loss, costs or expenses incurred by you as a result of any lack of availability or accessibility of the web site.

Nothing within these conditions operates so as to exclude, limit or restrict our liability for death or personal injury.

The information, including any financial information, contained on this website or in any document on this website is provided for information only, and does not constitute a public offer under any applicable legislation or an offer to sell (or the solicitation of an offer to purchase) any services, security or financial instrument of Praxis and/or any of its subsidiaries in any country, nor does it constitute investment, tax, legal or any other form of advice or recommendation with respect to any such services.

While the information contained on this website has been compiled in good faith, no representation is made as to its completeness, reliability or accuracy.

All Intellectual Property Rights and goodwill in or relating to the contents of the web site belong to either ourselves or to our suppliers.

You may download to a local hard disk and print extracts from the web site solely for personal, non-commercial use. You may also recopy downloaded extracts to others for their personal, non-commercial use.

You may not reproduce part or all of the contents of the web site in any form unless it is for personal, non-commercial use.

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Purchase Order T&Cs

1. DEFINITIONS AND INTERPRETATION

1.1. In these Conditions (unless the context otherwise requires), the following words and expressions shall have the meanings set out below:

• Buyer means the purchasing entity on the purchase order.
• Conditions means these terms and conditions of purchase.
• Contract means the contract for the purchase of Goods and/or Services made by or on behalf of the Buyer.
• Goods means the goods described in an Order.
• Intellectual Property Rights means any rights in or to any patent, design right, utility model, trade mark, brand name, service mark, trade name, business name, logo, invention (whether registered or unregistered), domain name, semi-conductor right, topography right, software designs and/or other materials, source code, copyright, moral right, or rights in databases and any other rights in respect of any industrial or intellectual property, whether capable of being registered or not.
• Order means an order in writing on the Buyer’s official purchase order form for the Goods and/or Services issued by the Buyer to the Supplier together with all documents referred to in it.
• Party means each of the Buyer and the Seller and Parties means each of them together.
• Praxis Policies means the policies at www.praxis.co.uk being:
  • Praxis – Anti-Corruption and Anti-Bribery Policy
  • Praxis – Anti-Slavery and Human Trafficking v1.0
  • Praxis – Complaints Handling Policy v1.0
  • Praxis – Anti-Slavery and Human Trafficking v1.0
• Services means the Services described in an Order.
• Supplier means any person, firm or company to whom an Order is addressed.
• Working Day means any day when the banks in London are open for business.

1.2. In these Conditions (unless the context otherwise requires):

1. 1.2.1. Construction of these Conditions shall ignore the headings (all of which are for reference only); and
2. 1.2.2. Any reference to any legislative provision shall be deemed to include any subsequent re-enactment or amending provision; and
3. 1.2.3. Any reference to the singular shall be construed as also including the plural, and vice versa, and a reference to any gender shall be construed as including the other gender.

2. APPLICATION

2.1. These Conditions shall govern and be incorporated into the Contract, and shall prevail over any terms or conditions (whether or not inconsistent with these Conditions) contained or referred to in any correspondence or documentation submitted by the Supplier or elsewhere or implied by custom, practice or course of dealing. At all times you agree to adhere to the Praxis Policies in all respects. You accept that any failure to adhere to the Praxis Policies will result in immediate termination of the Contract.

3. ACCEPTANCE OF ORDER

3.1. The Supplier’s express acknowledgement and acceptance of the Order, or in the absence of express acknowledgement and acceptance of the Order the execution of commencement of delivery of Goods and/or performance of the Services, constitutes the Supplier’s acceptance of the Order subject to these Conditions.

3.2. The Buyer is not liable for any Order unless:

1. 3.2.1. It has been placed on behalf of the Buyer by its duly authorised representative with a purchase order number; and
2. 3.2.2. The Supplier confirms its acceptance of such Order and these Conditions as set out in clause 3.1.

4. DELIVERY AND PERFORMANCE

4.1. The Supplier shall deliver the Goods and/or provide the Services at the date, time and place specified on the Order and time for delivery or performance of the Contract is of the essence. If Goods are incorrectly delivered and/or Services are incorrectly provided, the Supplier shall be liable for any additional cost and expense incurred by either party in handling and delivering the Goods, and/or providing the Services at the correct date, time and place.

4.2. The Buyer reserves the right (without prejudice to any other rights the Buyer may have) to:

1. 4.2.1. Reject Goods and/or Services not delivered or performed on time; and/or
2. 4.2.2. Cancel the Contract of which such Goods and/or Services are the subject; and/or
3. 4.2.3. Return any Goods already delivered which by virtue of such rejection or cancellation are no longer of use.

4.3. The Supplier is solely responsible for unloading the Goods at the point of delivery. Unless otherwise agreed in writing by the Buyer, the Supplier shall unload the Goods immediately on their arrival at the Buyer’s premises. The Supplier shall indemnify the Buyer against each loss, liability and cost arising as a result of the Buyer or its sub-contractors assisting the Supplier in the unloading, loading or other removal of the Goods from the point of delivery.

5. ACCEPTANCE OF GOODS AND SERVICES

5.1. The Supplier will grant the Buyer and its authorised representatives, agents or customers access to its premises (or the premises of any permitted subcontractor) for the purpose of inspecting or testing the Goods and/or Services at any reasonable time. Such inspection or testing shall not relieve the Supplier of any liability or imply that the Buyer has accepted the Goods and/or Services.

5.2. If the Goods and/or Services or any part of them (whether or not inspected or tested by the Buyer) do not comply with the requirements of the Contract, the Buyer may elect to:

1. 5.2.1. Repair such Goods at the Supplier’s expense; or
2. 5.2.2. Reject such Goods and/or Services by giving the Supplier notice of such rejection and returning the rejected Goods to the Supplier at the Supplier’s risk and expense.

5.3. If the Buyer rejects any Goods and/or Services, the Supplier will replace them with Goods and/or Services which are in all respects in accordance with the Contract. If the Supplier fails to replace such rejected Goods and/or Services within a reasonable time, the Buyer may, at its option and without prejudice to any other remedies it may have:

1. 5.3.1. Request a refund from the Supplier of any monies paid in respect of such rejected Goods and/or Services; or
2. 5.3.2. Purchase replacement Goods and/or Services from an alternative source at the Supplier’s cost.

6. RISK AND TITLE

6.1. Risk in and title to the Goods shall pass to the Buyer on delivery, but without prejudice to any right of rejection which may accrue to the Buyer under these Conditions or otherwise.

6.2. If the Supplier postpones delivery for any reason, title to the Goods will pass to the Buyer on the date on which such Goods should have been delivered but risk in such Goods will not pass until the date of actual delivery.

7. PRICE

7.1. The price for each of the Goods and/or Services to be paid by the Buyer to the Supplier will include all costs, both direct and indirect, of supplying the Goods and/or providing the Services except that where the Goods and/or Services are subject to Value Added Tax (“VAT”), the amount of VAT legally due will be specified as a separate item of account.

7.2. If the Buyer places an Order on a “price to be agreed” basis, the Supplier will obtain the Buyer’s confirmation of the price to be paid before invoicing the Buyer for the Goods and/or Services to be provided.

8. PAYMENT

8.1. The Buyer shall pay only for the Goods and/or Services specified in the Order.

8.2. The Supplier will ensure that the Buyer receives the invoice relating to the Order within 7 Working Days of delivery of the Goods and/or Services specified in the Order.

8.3. If the Goods and/or Services have been accepted by the Buyer in accordance with the Contract, the Buyer shall make all payments due to the Supplier under the Contract in pounds sterling within 30 days of the date of receipt of the relevant invoice.

8.4. The Buyer reserves the right to delay payment (but without forfeiting any prompt payment discount) if the Supplier fails to:

1. 8.4.1. Send a separate advice note and invoice on the date of dispatch for each delivery of Goods and/or performance of Services; or
2. 8.4.2. Mark the Order number clearly on each consignment package, packing notes, invoices and any other relevant correspondence.

8.5. The Buyer may offset any amount owing to it from the Supplier against any amount owed to the Supplier from the Buyer.

9. INTELLECTUAL PROPERTY RIGHTS

9.1. If the Supplier or its employees or agents design the Goods and/or perform the Services pursuant to a commission from the Buyer (whether to fulfil an Order or otherwise), any Intellectual Property Rights created in relation to such Goods and/or Services shall vest in the Buyer and the Supplier shall do or procure the doing of all such further acts and execute or procure the execution of all such documents as may from time to time be necessary to give full effect to this clause 9.

10. WARRANTY AND LIABILITY

10.1. The Supplier warrants that:

1. 10.1.1. The Goods and/or Services will conform to the specifications referred to in the Order as to quantity and description and any other specifications, requirements or instructions made known to the Supplier;
2. 10.1.2. The Goods will be of satisfactory quality, fit for purpose, of good materials and workmanship and free from defects;
3. 10.1.3. The design, construction and quality of the Goods and/or provision of the Services will comply with any relevant statutory rules or regulations in force at the time of delivery or performance, including United Kingdom safety standards and British Standards;
4. 10.1.4. It will provide the Services in accordance with the terms of the Order with reasonable care, skill and diligence, using properly experienced and qualified people.

10.2. The Supplier will pass on to the Buyer the benefit of any additional warranties secured from the Supplier’s own suppliers (where applicable).

10.3. The Supplier will immediately, at its own cost, repair or replace any defective Goods notified by the Buyer within 12 months (or any longer period expressly agreed) from the date of the Buyer’s receipt of the Goods or remedy any defective Services.

10.4. The Supplier shall be liable for damage to or loss of the Buyer’s property arising from the performance or non-performance of the Supplier’s obligations under the Contract.

10.5. The Supplier will indemnify the Buyer, its agents, employees, subsidiaries, associated companies and assignees in respect of all loss, liability and cost directly or indirectly arising from:

1. 10.5.1. Any alleged or actual infringement of any Intellectual Property Rights owned by a third party resulting from the purchase, use or resale by the Buyer (and its associated parties) of the whole or any part of the Goods and/or Services; and/or
2. 10.5.2. Any act or omission in the performance or non-performance of, or in connection with, the Supplier’s obligations under the Contract (including negligence), including loss arising from injury or death of any person, but excluding loss arising directly from the Buyer’s negligence or where the Supplier has delivered the Goods or performed the Services strictly in accordance with the Buyer’s specifications.

10.6. The rights and remedies of the Buyer provided in these Conditions are cumulative and are not exclusive of any rights or remedies provided at law.

11. INSURANCE

11.1. The Supplier will at all times insure and keep itself insured with a reputable insurance company against all insurable liabilities under the Contract and in respect of the Goods and/or Services including, without limitation, all of the Supplier’s liabilities under clause 10.

11.2. The Supplier will provide all facilities, assistance and advice requested 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 Supplier’s performance or non-performance under the Contract.

12. TERMINATION

12.1. The Buyer may terminate the Contract at any time by written notice to the Supplier if:

1. 12.1.1. The Supplier commits a material breach and (where capable of remedy) fails to remedy it within 30 days (or such shorter reasonable period) after receiving written notice;
2. 12.1.2. The Supplier is acquired by or merges with any third party;
3. 12.1.3. Steps are taken towards the Supplier’s winding up or dissolution (other than for amalgamation or reconstruction);
4. 12.1.4. An application is made for an administration order, or notice is given of intention to appoint an administrator, or an administrator is appointed;
5. 12.1.5. The Supplier ceases or suspends payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; or
6. 12.1.6. A proposal is made for a composition in satisfaction of debts or a scheme/arrangement of affairs including a voluntary arrangement within the meaning of Part 1 of the Insolvency Act 1986.

13. CONFIDENTIALITY AND SPECIFICATIONS

13.1. The Supplier shall treat all product, customer or business information, drawings, designs and specifications submitted to it by the Buyer as strictly confidential and shall not disclose it to any third party without the Buyer’s prior written consent or use it for any purpose except where authorised by the Buyer.

13.2. Clause 13.1 does not apply to information which:

1. 13.2.1. Is at the date of disclosure or becomes publicly known other than by the Supplier’s breach;
2. 13.2.2. Can be shown to have been known by the Supplier before disclosure by the Buyer;
3. 13.2.3. Is or becomes available to the Supplier otherwise than from the Buyer and free of restrictions as to use or disclosure; or
4. 13.2.4. Is required to be disclosed by law.

14. PACKAGING

14.1. The Supplier will at its own cost package and label the Goods in a manner suitable for protection against damage in transit and storage in accordance with the Buyer’s instructions as set out in the Contract.

14.2. The Buyer accepts no liability for packaging materials unless expressly agreed in advance.

15. LICENCED AND CONSENTS

15.1. If a licence or consent from any government or other authority is required for the supply or carriage of the Goods and/or performance of the Services, the Supplier will obtain such licence or consent at its own expense and produce evidence of it to the Buyer on demand.

16. ASSIGNATION AND SUB-CONTRACTING

16.1. The Supplier may not assign or deal in any way with all or any part of the benefit of, or its rights or benefits under, the Contract without the prior written consent of the Buyer.

16.2. The Supplier may not subcontract the performance of the whole or any part of a Contract without the prior written consent of the Buyer.

17. NOTICES

17.1. Any notice given by one Party to the other in connection with the Contract shall be in writing and may be delivered personally or by pre-paid first class post and in the case of post will be deemed to have been given 2 Working Days after the date of posting. Notices shall be delivered or sent to the last known addresses of the Parties or to any other address notified in writing by one Party to the other for receiving notices in connection with the Contract. Each Party may specify by notice a particular individual or office holder to whom notices are to be addressed, in which case a notice shall not be validly given unless so addressed.

18. SEVERANCE

18.1. If any of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other Conditions which shall remain in full force and effect.

18.2. If any Condition is found to be invalid or unenforceable but would become valid if some part were deleted, the provision shall apply with such modification as may be necessary to make it valid and enforceable.

19. WAIVER

19.1. The rights and remedies provided by the Contract may be waived only in writing and any failure or delay by the Buyer to exercise a right or remedy shall not constitute a waiver of that (or any other) right or remedy. A waiver of any breach or default shall not constitute a waiver of any other breach or default and shall not affect the other terms of the Contract.

20. VARIATION

20.1. No variation or alteration of any provisions of the Contract or these Conditions shall be effective unless it is in writing and signed by or on behalf of each Party.

21. GOVERNING LAW AND JURISDICTION

21.1. The Contract and any matter arising from or in connection with it shall be governed by and construed in accordance with the laws of England.

21.2. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the English Courts over any claim or matter arising from or in connection with the Contract.