Purchase order terms and conditions

These terms and conditions ("Terms") shall apply where Joseph Rowntree Foundation or Joseph Rowntree Housing Trust ("Joseph Rowntree") enter into a contract with a supplier, being the person or entity Joseph Rowntree place an order for goods and/or services with ("Supplier").

The "Contract" shall be in accordance with these Conditions and shall be based on Joseph Rowntree placing an "Order" for the goods and/or services, either as set out in a Joseph Rowntree Order Form or in Joseph Rowntree's written acceptance of the Supplier's quotation.

1. Services & Goods

Supplier will perform the services ("Services") or provide the goods or service deliverables (collectively referred to as "Goods") as set out in the Order. Upon acceptance of the Order by the Supplier, delivery of Goods or commencement of a Service, Supplier is bound by the provisions of the Contract, including the Terms, unless Supplier objects in writing prior to commencing Services or providing Goods. Any terms or conditions contained in an acknowledgment, invoice or other communication of Supplier which are inconsistent with these Terms are rejected. To the extent that an Order might be treated as an acceptance of Supplier's prior offer, such acceptance is expressly made conditional on Supplier’s acceptance of these Terms. Supplier beginning performance of Services or providing Goods constitutes such acceptance.

2. Delivery & Performance

2.1 Time is of the Essence: Time of delivery and performance of every obligation of Supplier is of the essence.

2.2 Delivery: Each delivery of Goods must be accompanied by a delivery notice or packing slip describing the contents of each package showing quantity and order number. Delivery charges invoiced to Joseph Rowntree by Supplier or any third party will be accompanied by the original receipted bill of the deliverer. All prices quoted in the Order will include the cost of insurance and delivery; no additional charges of any kind will be allowed, unless otherwise agreed to in writing by Joseph Rowntree. Joseph Rowntree may reject Goods if Supplier substitutes Goods or delivers more than the quantity of Goods ordered without express written authority from an authorised representative of Joseph Rowntree's Procurement department. The method of delivery and routing must conform to Joseph Rowntree's instructions; any extra costs will be borne by Supplier. If no method of delivery is specified in the Order, Supplier will use the least expensive means, consistent with safe and timely delivery. Delivery is not complete until the Goods are received by Joseph Rowntree at the location designated in the Order.

2.3 Records of Inspection: Supplier must keep detailed records of all activities relating to the provision of the Goods. Specifically, any inspection or maintenance carried out by Supplier including the date of the visit, any defects found and action taken, and the name of Supplier’s personnel making the inspection. Upon Joseph Rowntree's request, Supplier will make these records available for review or provide copies to Joseph Rowntree.

2.4 Delay: If Supplier cannot provide the Goods within the time specified, Supplier must notify Joseph Rowntree immediately of Supplier's earliest provision date (the "Revised Delivery Date"). Joseph Rowntree may, at its option prior to delivery, cancel all or any part of the Order, or accept Supplier's Revised Delivery Date, without prejudice to any other rights Joseph Rowntree may have.

3. Risk of Loss & Deduction of Goods

Supplier assumes all risk of loss until Joseph Rowntree receives the Goods at the location designated in the Order. Title to the Goods will pass to Joseph Rowntree upon receipt by it of the Goods at the designated destination. If the Goods ordered are destroyed prior to title passing to Joseph Rowntree, Joseph Rowntree may at its option cancel the Order or require delivery of substitute Goods of equal quantity and quality. Such delivery will be made as soon as commercially practicable. If loss of Goods is partial, Joseph Rowntree has the right to require delivery of the Goods not destroyed.

4. Acceptance & Rejection

4.1 Inspection: Joseph Rowntree has a reasonable amount of time after receipt of Goods and before payment to inspect them for conformity. Goods received prior to inspection will not be deemed accepted until Joseph Rowntree has run an adequate test to determine whether the Goods conform to the specifications. Use of a portion of the Goods for the purpose of testing will not constitute an acceptance of the Goods.

4.2 Failure to Conform: If the Goods fail to conform to Joseph Rowntree's specifications or are otherwise defective, Joseph Rowntree has the right to reject such Goods and any undelivered portion of the Order. If Joseph Rowntree rejects the Goods, then Supplier must promptly replace them at Supplier's sole expense. Nonconforming Goods will be returned to Supplier courier collect and risk of loss will pass to Supplier upon Joseph Rowntree's delivery to the common carrier. All non-conforming services, including substitutions not approved in writing by Joseph Rowntree, will be considered defective. Supplier must promptly correct such defective services at its sole expense.

4.3 No Waiver of Warranties: Neither Joseph Rowntree's payment, acceptance of Goods, inspection, nor failure to inspect relieves Supplier of any obligations, representations or warranties.

5. Employment Business Terms

The provisions of this clause 5 will apply where the Supplier is an employment business and provides Joseph Rowntree with temporary workers. 

Agency contract

5.1 Agency Care staff will have an individual contract with the supplier which will provide confirmation of:

5.1.1 the identity of the Agency Worker;

5.1.2 the Agency Worker's experience, training, qualifications and authorisations necessary for the Assignment;

5.1.3 Confirmation and evidence of a current Disclosure and Barring Service check for staff working in the Care homes and where temporary staff will come into contact with children and vulnerable adults as part of their duties with JRF/JRHT

5.1.4 the Temporary Worker's willingness to carry out the Assignment;

5.1.5 the hourly rate charged by the Supplier confirming that breaks are not included;

5.1.6 any notice period to terminate the Assignment; and

5.1.7 the intervals at which invoices shall be rendered to Joseph Rowntree by the Supplier.

5.2 Joseph Rowntree will give the Supplier details of:

5.2.1 the date on which Joseph Rowntree requires the Temporary Worker to commence work and the duration, or likely duration, of the work;

5.2.2 the position which Joseph Rowntree seeks to fill, including the type of work the Temporary Worker in that position would be required to do, the location at which, and the hours during which, the Temporary Worker would be required to work, and any risk to health or safety known to Joseph Rowntree and what steps Joseph Rowntree has taken to prevent or control such risks;

5.2.3 the experience, training, qualifications, DBS checks and any authorisation which Joseph Rowntree considers are necessary, or which are required by law  or by any professional body, for the Temporary Worker to possess in order to work in the position; and

5.2.4 any expenses payable by or to the Worker.

5.3 The Supplier shall take instructions from the Hiring Managers in JRF/JRHT. The Supplier shall not provide any information about Workers, by any means, to any other department or staff of Joseph Rowntree, without the express prior written authorisation of the hiring manager. The parties shall meet regularly to review the services provided by the Supplier. Any resulting changes agreed to the services, remuneration or any other aspect of the agreement shall be of no effect unless confirmed in writing.

5.4 The Supplier shall not provide any Agency Worker for a period in excess of 11 weeks without the prior written consent of Joseph Rowntree.

Temporary to permanent

5.5 If, following the supply of a Agency Worker by the Supplier to Joseph Rowntree within the employment Period, Joseph Rowntree Engages the Agency Worker, Joseph Rowntree will pay the Supplier the Introduction Fee at the rate set out in the Individual Contract.

Unsatisfactory Agency Workers

5.6 The Supplier shall notify Joseph Rowntree immediately if it believes that any Agency Worker is unsuitable for the Assignment or if it becomes aware of any matter that indicates that a Agency Worker may be unsuitable for the Assignment or is inconsistent with any information previously provided including where an Agency Worker ceases to have the appropriate skills, approvals or a right to work in the United Kingdom.

5.7 If Joseph Rowntree decides that an Agency Worker is unsuitable to perform the Assignment  then Joseph Rowntree shall notify the Supplier in writing of that fact giving the grounds for its dissatisfaction.

5.8 If Joseph Rowntree notified the Supplier of an Unsatisfactory Temporary Worker then fees paid will be as agreed on the individual contract, but will pay no more than the hours worked.

5.9 The Supplier or Joseph Rowntree may terminate an Assignment at any time on reasonable notice. Joseph Rowntree reserves the right to change its requirements at any time before the commencement of the Assignment without any liability of Joseph Rowntree to the Supplier whatsoever, save for the payment of Temporary Worker Fees due and payable for services already performed. Such cancellation or amendment shall be effective immediately upon Joseph Rowntree giving notice to the Supplier (which may be given by telephone, email or in writing).

Fees and VAT

5.10 Joseph Rowntree will pay the Supplier Temporary Worker Fees in respect of Temporary Workers as agreed by the parties in writing  The Temporary Worker Fees comprise the Temporary Worker's pay and holiday pay, and include the Supplier's commission and employer's National Insurance contributions. When booking a Temporary Worker for an Assignment, the Supplier shall advise Joseph Rowntree in writing of the agreed Temporary Worker Fees for that Temporary Worker. Unless agreed otherwise in the Order, the following conditions apply to the Temporary Worker Fees:

5.10.1 they are calculated according to the number of hours worked by the Temporary Worker (to the nearest quarter hour);

5.10.2 the minimum period of any Assignment shall be seven hours;

5.10.3 the Supplier shall submit all invoices together with the applicable signed time sheets verifying the number of hours worked by the Temporary Worker;

5.10.4 the Supplier shall invoice Joseph Rowntree monthly in arrears and invoices are payable within 30 days of receipt. No fee is incurred by Joseph Rowntree until the Temporary Worker has commenced the Assignment;

5.10.5 Joseph Rowntree shall not be required to pay Temporary Worker Fees for any absences  or breaks (for whatever reason) of a Temporary Worker;

5.10.6 the Supplier shall not withhold any payment due to a Temporary Worker because of any failure by Joseph Rowntree to pay the Supplier; and

5.10.7 not increase in the fees payable under these Terms by Joseph Rowntree to the Supplier may be made without Joseph Rowntree’s prior written consent.

5.11 Where applicable, the Supplier shall charge VAT to Joseph Rowntree, at the prevailing rate, after the Supplier has provided Joseph Rowntree with a VAT invoice, unless the Agency staff are providing nursing care.

5.12 If Joseph Rowntree fails to make a payment due to the Supplier under these Terms by the due date, then Joseph Rowntree 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 day 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 that base rate is below 0%.

Audit and record-keeping

5.13 For the duration of the Contract and for a period of six years from the termination or expiry of the Contract, the Supplier shall maintain full and accurate records of:

5.13.1 the services provided by the Supplier in accordance with this clause 5 including how it has complied with its obligations 

5.13.2 all expenditure reimbursed by Joseph Rowntree;

5.13.3 all payments made by Joseph Rowntree;

5.13.4 the terms on which it or any subcontractors engage any Temporary Workers;

5.13.5 the Screening undertaken on any Temporary Workers; and

5.13.6 the insurance certificates and details of cover

5.14 The Supplier shall promptly on request provide Joseph Rowntree or Joseph Rowntree's representatives with copies of such records as Joseph Rowntree may from time to time reasonably request and the Supplier shall provide Joseph Rowntree or Joseph Rowntree's representatives with access, on reasonable notice and within normal working hours, to any of its premises for the purposes of inspecting and/or taking copies of such records.

Indemnities and insurance

5.15 Refer to Clause 13

Warranties and undertakings

5.16 The Supplier warrants that:

5.16.1 it has the necessary expertise to provide the services contemplated in this clause 5 and will perform them in keeping with the highest professional business standards by using appropriately qualified, experienced and trained personnel;

5.16.2 it does and it shall comply with the all relevant statutes, laws, regulations and codes of practice from time to time in force;

5.16.3 all Temporary Workers are (and shall remain) employed by the Supplier or are (and shall remain) treated as employed by the Supplier under section 44 of the Income Tax (Earnings and Pensions) Act 2003;

5.16.4 all amounts paid (or to be paid) to Temporary Workers are (or will be) paid subject to the deduction of tax and national insurance contributions under PAYE and all such deductions are (or will be) paid together with employer national insurance contributions and other applicable levies, on time to HMRC;

5.16.5 it has complied with (and will continue to comply with) all tax and NICs obligations concerning the Temporary Workers including making timely and accurate returns and the proper maintenance and preservation of records, and the Supplier has not been given any penalty, notice or warning regarding the same; and

5.16.6 it is not (and nor will it prior to the cessation of the Contract) become a managed service company within the meaning of section 61B of the Income Tax (Earnings and Pensions) Act 2003.

6. Payment & Prices

6.1 Payment Due: Unless otherwise specified, Supplier must deliver the full quantity of Goods, or complete the Services to the satisfaction of Joseph Rowntree before any payment will become due. Joseph Rowntree will pay each correct and undisputed invoice within 30 days after its receipt by Joseph Rowntree. Payment may be delayed if Supplier fails to supply the required documentation and quote the relevant order Number.

6.2 Taxes:  Supplier will separately list any value added, sales or local taxes, if any, on invoices.

6.3 Invoices must be sent to invoicesonly@jrf.org.uk and have a valid Purchase Order number and Joseph Rowntree’s address.

7. Ownership of Work Product

If Supplier (alone or with others) makes or creates an idea, method, invention, discovery, design or other work either in performing its obligations or relating to or capable of being used in those aspects of Joseph Rowntree’s business in which Supplier is engaged ("Work Product"), Supplier must disclose promptly full details of the Work Product to Joseph Rowntree and all rights in it will belong to Joseph Rowntree. At the request and reasonable expense of Joseph Rowntree, Supplier must take lawful actions to vest all rights, title and interest in any Work Product in Joseph Rowntree absolutely as legal and beneficial owner and to secure patent or other appropriate forms of protection for the Work Product worldwide. Supplier must not disclose or make use of any Work Product without Joseph Rowntree’s prior written consent except to comply with this paragraph or to provide the Services or Goods. So far as permitted by law, Supplier irrevocably waives any rights Supplier has under copyright and patent law and any foreign corresponding rights in respect of all Work Product. Rights and obligations under this paragraph will continue in force after termination of the Contract in respect of Work Product made during the Contract. Supplier will not do or fail to do any act which would or might prejudice the rights of Joseph Rowntree under this paragraph. Except to the extent expressly agreed between the parties in an applicable work statement, to the extent that any background intellectual property (i.e. pre-existing and other intellectual property in which Supplier or any of its licensors own or may acquire or assert any proprietary right anywhere in the world, "Background IP") is necessary or useful for the exploitation of any of the Work Product by Joseph Rowntree, Supplier hereby grants to Joseph Rowntree a world-wide, non-exclusive, fully paid, royalty free, perpetual licence to use such Background IP in connection with such Work Product. Subject to the foregoing licence, Supplier or its licensors will retain all right, title and interest in the Background IP.

8. Confidentiality

Supplier, including its subcontractors and agents, shall not (except as strictly necessary in the course of providing the Services or Goods) use or disclose, or allow to be used or disclosed, any Confidential Information of Joseph Rowntree which Supplier received (whether before the date of the Order and in whatever capacity) without the prior written consent of Joseph Rowntree. "Confidential Information" means all information in respect of Joseph Rowntree’s residents, business and financing including, but not limited to, any ideas, business methods, finance, prices, financial marketing development or manpower, plans, market opportunities, product information, design rights, customer information, trade secrets, details, computer systems and software know-how on any medium and software listings of any party and other matters connected with the products or services manufactured, marketed, provided or obtained by Joseph Rowntree.

9. Contractors

9.1 Where Contractors or their  sub-contractors are doing tasks within a resident’s home, they are required to have had safeguarding training and have had a Disclosure and Barring Service (DBS) check within the last three years. 

9.2 JRHT can request proof before a contractor starts work. Entry to a resident’s property will be prevented if a recent DBS check cannot be evidenced.

10. Data protection

10.1 Definitions

10.1.1 Data Controller, Data Processor, Data Subject, Personal Data, Personal Data Breach, Processing (including "Process" and "Processed") and Special Categories of Personal Data all have the meaning given to them in the Data Protection Legislation; Data Protection Impact Assessments means an assessment by the Data Controller of the impact of the envisaged Processing on the protection of Personal Data;

10.1.2 Data Protection Legislation means, for the periods in which they are in force in the United Kingdom, the Data Protection Act 2018, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000, the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the UK GDPR and all applicable Laws and regulations relating to processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner, in each case as amended or substituted from time to time;

10.1.3 UK GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.

10.2 Roles of the Parties

10.2.1 Both Parties shall duly observe all their obligations under the Data Protection Legislation which arise in connection with this Agreement and shall not perform their obligations under this Agreement in such a way as to cause the other Party to breach any of its obligations under the Data Protection Legislation.

10.2.2.With respect to the Parties' rights and obligations under this Agreement, the Parties agree that Joseph Rowntree is the Data Controller and that the Supplier is the Data Processor.

10.2.3 The subject-matter and duration of the Processing, nature and purpose of the Processing, types of Personal Data, and categories of Data Subjects are set out in Appendix 1 to this Agreement.

9.2.4 The Supplier shall notify the Joseph Rowntree immediately if it considers that any of the Joseph Rowntree's instructions infringe the Data Protection Legislation.

10.3 Obligations of the Contractor

10.3.1 The Supplier agrees to only Process the Personal Data in accordance with the terms and conditions set out in this Schedule and, subject to the overriding requirements of Data Processing Legislation, undertakes to:

10.3.1.1 only process the Personal Data for and on behalf of Joseph Rowntree, strictly in accordance with the written instructions of Joseph Rowntree, unless the Processing is required by applicable laws to which Joseph Rowntree is subject, in which case the Supplier shall to the extent permitted by such applicable laws inform Joseph Rowntree of that legal requirement before Processing;

10.3.1.2 ensure that any personnel with access to Personal Data are subject to a duty of confidentiality (whether contractual or statutory) and ensure that access is strictly limited to those individuals who need to know/access the Personal Data;

10.3.1.3 taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Supplier shall, in relation to the Personal Data, implement appropriate technical and organisational measures, to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the UK GDPR;

10.3.1.4 only engage subcontractors with the prior written consent of Joseph Rowntree and under a written contract, imposing the same data protection obligations as set out in this Agreement, remaining liable to Joseph Rowntree for compliance of any subcontractor engaged and informing Joseph Rowntree of any changes concerning the addition or replacement of subcontractors giving Joseph Rowntree sufficient opportunity to object to such changes;

10.3.1.5 assist Joseph Rowntree by appropriate technical and organisational measures, insofar as possible, for the fulfilment of Joseph Rowntree's obligations to respond to requests for exercising the Data Subject's rights laid down in the Data Protection Legislation;

10.3.1.6 notify Joseph Rowntree within five (5) Working Days if it receives a request from a Data Subject under the Data Protection Legislation in respect of the Personal Data and not respond to any such request without the written authorisation of Joseph Rowntree or as required by the Data Protection Legislation to which the Supplier is subject but only after informing Joseph Rowntree of such legal requirement before responding to the request;

10.3.1.7 notify Joseph Rowntree without undue delay, and at least within 48 hours, upon becoming aware of a Personal Data Breach, providing Joseph Rowntree with sufficient information to allow it to meet its obligations under the Data Protection Legislation;

10.3.1.8 assist Joseph Rowntree in ensuring compliance with the obligations pursuant to the Data Protection Legislation taking into account the nature of the Processing for the purposes of this Agreement and the information available to the Supplier, including but not limited to those obligations relating to:

(a) security of processing;

(b) notification of a Personal Data Breach to the Information Commissioner's Office;

(c) communication of a Personal Data Breach to the Data Subject; and

(d) Data Protection Impact Assessments and any subsequent consultations with the Information Commissioner's Office;

10.3.2 on the expiry or termination of this Agreement, promptly upon request from Joseph Rowntree (at Joseph Rowntree's discretion) either:

(a) return all Personal Data to the Employer and delete all existing copies, or procure such deletion; or

(b) securely destroy such Personal Data, unless an applicable law requires storage of the Personal Data but only to the extent and for such period as required by such law;

10.3.3 notify Joseph Rowntree of the deletion of Personal Data in accordance with clause 9.3.2 within 21 days of the expiry or termination of this Agreement;

10.3.4 not transfer Personal Data outside the European Economic Area (EEA) without the prior written consent of Joseph Rowntree; and

10.3.5 make available to Joseph Rowntree on request all information necessary to demonstrate compliance with the Data Protection Legislation, and allow for and contribute to audits, including inspections, by the Joseph Rowntree or an auditor mandated by Joseph Rowntree.

10.4 The Supplier shall, at all times during and after the term of this Agreement, indemnify Joseph Rowntree and keep Joseph Rowntree indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by Joseph Rowntree arising from any breach of the Supplier's obligations under this Schedule except and to the extent that such liabilities have resulted directly from Joseph Rowntree's instructions.

10.5 The Supplier shall take out and maintain insurance adequate to cover the risks set out in this Condition 9.8 and your liabilities under the Contract.

10.6 The provisions of any insurance or the amount of cover shall not relieve the Supplier of any liabilities under the Contract. It shall be the responsibility of the Supplier to determine the amount of insurance cover that will be adequate to enable the Supplier to satisfy any liability.

10.7 The Supplier shall ensure that nothing is done which would entitle the relevant insurer to cancel, rescind or suspend any insurance or cover, or to treat any insurance, cover or claim as avoided in whole or part. The Supplier shall use all reasonable endeavours to notify the Customer (subject to third party confidentiality obligations) as soon as practicable when it becomes aware of any relevant fact, circumstance or matter which has caused, or is reasonably likely to provide grounds to, the relevant insurer to give notice to cancel, rescind, suspend or avoid any insurance, or any cover or claim under any insurance in whole or in part.

10.8 The provisions of this Schedule shall apply during the continuance of the Agreement and indefinitely after its expiry or termination.

11. No publicity or trademarks

Supplier, including its subcontractors and agents, shall not advertise or make any other public disclosure relating to the supply of Goods or the performance of Services for Joseph Rowntree, or use Joseph Rowntree trademarks, trade names or service marks without Joseph Rowntree’s prior written consent.

12. Joseph Rowntree Intellectual Property

To the extent that Joseph Rowntree provides or makes available any Confidential Information or other intellectual property to Supplier, Supplier and its personnel will have a limited, personal, non-exclusive, non-transferable licence to use such Confidential Information and intellectual property solely for the purpose of performing its obligations under the Contract and for no other purpose whatsoever. Except as may be otherwise expressly set forth in a referenced agreement or work statement, no other licence is granted to Supplier under these Terms, by implication or otherwise, with respect to any Confidential Information or other intellectual property that may be provided or made available by Joseph Rowntree.

13. Warranties

3.1 Services: Supplier represents and warrants that all Services will be completed in a professional, workmanlike manner, with the degree of skill and care that is required by current, good and sound professional procedures. Further, Supplier represents and warrants that the Services will be completed in accordance with applicable specifications and will be correct and appropriate for the purposes contemplated in the Contract. Supplier represents and warrants that the performance of Services under these Terms will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to which Supplier is bound.

13.2 Goods: Supplier represents and warrants that all Goods provided will be new and will not be used or refurbished. Supplier represents and warrants that all Goods delivered will be of good quality, free from defects in materials and workmanship, non-infringing of third-party intellectual property or other rights, and will conform to all applicable specifications for a period of 12 months from the date of delivery to Joseph Rowntree or for the period provided in Supplier's standard warranty covering the Goods, whichever is longer. Supplier will make spare parts available to Joseph Rowntree for a period of 5 years from the date of delivery at Supplier’s then current price, less applicable discounts. Additionally, Goods purchased will be subject to all written and oral express warranties made by Supplier's agents, and to all warranties implied by applicable law. All warranties will be construed as conditions as well as warranties and will not be exclusive. Supplier must furnish to Joseph Rowntree its standard warranty and service guaranty applicable to the Goods. All warranties and service guaranties will run both to Joseph Rowntree and to its customers. If Joseph Rowntree identifies a warranty problem with the Goods during the warranty period, Joseph Rowntree will promptly notify Supplier of such problems and will return the Goods to Supplier, at Supplier's expense. Within 5 business days of receipt of the returned Goods, Supplier shall, at Joseph Rowntree's option, either (i) repair or replace such Goods, or (2) provide a refund via cheque to Joseph Rowntree’s “Bill to” address referencing the Order and the invoice number.

13.3 Replacement and repaired Goods will be warranted for the remainder of the warranty period or 6 months, whichever is longer.

14. Indemnity

Supplier will indemnify, hold harmless, and at Joseph Rowntree 's request, defend Joseph Rowntree, its affiliates, officers, directors, customers, agents, and employees, against all claims, liabilities, damages, losses and expenses, including legal fees and cost of suit arising out of or in any way connected with the Goods or Services provided under the Order, including, without limitation: (i) any claim based on the death or bodily injury to any person, destruction or damage to property, or contamination of the environment and any associated clean up costs; (ii) any claim (whether related to tax, employment rights or otherwise) that any individual engaged by Supplier in relation to the Order is deemed to be an employee of Joseph Rowntree; (iii) any claim based on the negligence, omissions or wilful misconduct of Supplier or any Supplier's staff or sub-contractors; and (iv) any claim by a third party against Joseph Rowntree alleging that the Services or Goods, the results of such Services, Work Product or any other products or processes provided under the Contract, infringe a patent, copyright, trademark, trade secret or other proprietary right of a third party, whether such are provided alone or in combination with other products, software or processes. Supplier cannot settle any such suit or claim without Joseph Rowntree's prior written approval. Supplier will pay or reimburse all costs that may be incurred by Joseph Rowntree in enforcing this indemnity, including legal fees. Should Joseph Rowntree’s use, or use by its subcontractors or customers, of any Services or Goods purchased from Supplier be enjoined, be threatened by injunction, or be the subject of any legal proceeding, Supplier shall, at its sole cost and expense, either (a) substitute fully equivalent non-infringing Services or Goods; (b) modify the Services or Goods so that they no longer infringe but remain fully equivalent in functionality; (c) obtain for Joseph Rowntree, its subcontractors or customers the right to continue using the Services or Goods; or (d) if none of the foregoing is possible, refund all amounts paid for the infringing Services or Goods.

15. Limitation of Liability

IN NO EVENT WILL JOSEPH ROWNTREE BE LIABLE TO SUPPLIER OR SUPPLIER’S EMPLOYEES OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE CONTRACT, WHETHER OR NOT JOSEPH ROWNTREE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

16. Independent Contractor

Joseph Rowntree and Supplier are independent contractors and nothing in the Contract will be construed as establishing an employer/employee or other agency relationship, partnership or joint venture between them.

17. Remedies

If Supplier breaches the Contract, Joseph Rowntree has all remedies available by law and at equity. For the purchase of Goods, Supplier's sole remedy in the event of breach of the Contract by Joseph Rowntree will be the right to recover damages in the amount equal to the difference between market price at the time of breach and the purchase price specified in the Order. No alternate method of measuring damages will apply to this transaction. Supplier has no right to resell Goods for Joseph Rowntree's account in the event of wrongful rejection, revocation of acceptance, failure to make payment or repudiation by Joseph Rowntree and any resale so made will be for the account of Supplier.

18. Force Majeure

Joseph Rowntree will not be liable for any failure to perform including failure to (i) accept performance of Services or, (ii) take delivery of the Goods as provided caused by circumstances beyond its control which make such performance commercially impractical including, but not limited to, acts of God, fire, flood, acts of war, government action, accident, staff difficulties or shortage, inability to obtain materials, equipment or transportation. In the event Joseph Rowntree is so excused, either party may terminate the Contract and Joseph Rowntree will, at its expense, return any Goods received to the place of delivery.

19. Severability

If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable, invalid or illegal, it will be severed and the remainder of these Terms will remain in full force and effect.

20. Assignment & Subcontracting

Supplier may not assign, delegate or subcontract the Contract or any of its rights or obligations under the Contract, without the prior written consent of Joseph Rowntree. Any assignment or transfer without such written consent will be null and void. The Contract will inure to the benefit of, and be binding upon, the successors and assigns of Joseph Rowntree without restriction.

21. Notices

Except for Orders, which may be sent by local mail, facsimile transmission, or electronically transmitted, all notices and other communications will be in writing, and will be addressed to Supplier or to an authorised Joseph Rowntree representative at the address set forth on the face of this order, and will be considered given when (i) delivered personally; (ii) sent by confirmed facsimile; (iii) sent by commercial overnight courier with written verification receipt; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt.

22. Termination

Joseph Rowntree may terminate the Contract for its convenience at any time by providing Supplier no less than 10 days prior written notice or in the case of a material breach, immediately upon written notice.

23. Entire Agreement, Modification & Order of Precedence

23.1 These Terms and the Order, including its attachments, exhibits, referenced work statements and agreements, constitutes the entire agreement between Supplier and Joseph Rowntree with respect to this subject matter. Subject to the foregoing, any modification, extension or amendment of the Contract must be in writing and signed by a duly authorised representative of both parties. In the event, and to the extent, of any inconsistency between the Terms and the terms and conditions of a separate written agreement between Supplier and Joseph Rowntree concerning the Goods and Services, that separate agreement will control.

23.2 Where there is a contract with separate terms and conditions signed by both parties, those terms and conditions will take precedence over these terms.

24 Rights of Third Parties

Nothing in these Terms is intended to confer any benefit on any third party (whether referred to herein by name, class, description or otherwise) or any right to enforce a term of these Terms and as such, no term of these Terms is enforceable by any pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person (other than an affiliate of Joseph Rowntree) which is not a party to it.

25 Dispute Resolution

25.1 If any dispute arises in connection with the Contract, the parties agree to enter into mediation in good faith to settle such a dispute. If the dispute cannot be settled by escalation within the parties an external mediation process will be undertaken.

25.2 To initiate the mediation process a party must give notice in writing ("ADR Notice") to the other parties to the dispute, referring the dispute to mediation. Joseph Rowntree will nominate an independent mediator to resolve the dispute. A copy of the ADR notice should be sent to the independent mediator.

25.3 If there is any point on the logistical arrangements of the mediation, other than the nomination of the mediator, upon which the parties cannot agree within 14 working days from the date of the ADR Notice, the independent mediator will be requested to decide that point for the parties having consulted with them. Unless otherwise agreed, the mediation will start not later than 28 working days after the date of the ADR Notice. The commencement of mediation will not prevent the parties commencing or continuing court proceedings/arbitration.

26. Compliance with Laws

26.1 General. Supplier shall comply fully with all applicable laws in the performance of the Contract including, but not limited to, all applicable employment, tax, export control and environmental laws.  Breach of this clause 28 shall be deemed a material breach of the contract between Joseph Rowntree and the Supplier.

26.2 Hazardous Goods. If Goods include hazardous materials, Supplier represents and warrants that Supplier understands the nature of any hazards associated with the manufacture, handling and transportation of such hazardous materials.

26.3 Customs. Upon Joseph Rowntree's request, Supplier will promptly provide Joseph Rowntree with a statement of origin for all Goods and HM Customs and Excise documentation for Goods wholly or partially manufactured outside of the United Kingdom.

26.4 Anti-facilitation of tax evasion

The Supplier shall:

26.4.1 not engage in any activity, practice or conduct which would constitute either:

26.4.2 a UK tax evasion facilitation offence under section 45(5) of the Criminal Finances Act 2017; or

26.4.3 a foreign tax evasion facilitation offence under section 46(6) of the Criminal Finances Act 2017;

26.4.4. have and shall maintain in place throughout the term of the Contract such policies and procedures as are both reasonable to prevent the facilitation of tax evasion by another person (including without limitation employees of the Supplier) and to ensure compliance with clause 26.4.1.

26.4.5. notify Joseph Rowntree in writing if it becomes aware of any breach or has reason to believe that it or any person associated with it has received a request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017;

26.4.6. within one month of the date of the Order, and annually thereafter, certify to Joseph Rowntree in writing signed by an officer of the Supplier, compliance by the Supplier and all  persons associated with it. The Supplier shall provide such supporting evidence of compliance as Joseph Rowntree may reasonably request.

Compliance with Anti-Slavery and Human Trafficking Laws 

In performing its obligations under the agreement, the Supplier shall:

26.5.1 comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015;

26.5.2 not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK;

26.5.3 include in contracts with its direct subcontractors and suppliers provisions which are at least as onerous as those set out in clauses 26

26.5.4 notify Joseph Rowntree as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Contract; and

26.5.5 maintain a complete set of records to trace the supply chain of all Goods and Services provided to Joseph Rowntree in connection with the Contract; and

26.5.6 permit Joseph Rowntree and its third party representatives to inspect the Supplier's premises, records, and to meet the Supplier's personnel to audit the Supplier's compliance with its obligations under clauses 26

26.6 The Supplier represents and warrants that it not has been convicted of any offence involving slavery and human trafficking; nor has it been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking.

26.7 Joseph Rowntree may terminate the Contract with immediate effect by giving written notice to the Supplier if the Supplier commits a breach of clauses 26.

27. Governing Law, Jurisdiction & Venue

These Conditions will be governed by and construed in accordance with the laws of England. Each party consents to the exclusive jurisdiction of the English courts in connection with any dispute or controversy arising out of or in connection with the Contract or its subject matter. The applicability of the UN Convention on Contracts for the International Sale of Goods is expressly waived by the parties and it will not apply to the Contract.