Allan Controls & Automation Ltd.

Purchasing Terms and Conditions

 

Version: 26_07a
Effective Date: 1 July 2026

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Part 1 – Definitions, Scope and Contract Formation

 

1. Definitions

In these Terms:
"ACA" means Allan Controls & Automation Ltd.
"Buyer" means ACA.
"Supplier" means the person, firm or company supplying Goods or Services.
"Goods" means all materials, equipment, software, documentation and other items supplied.
"Services" means all engineering, programming, commissioning, installation, design, consultancy and other services.
"Customer" means ACA's client for whom Goods or Services may ultimately be provided.
"Order" means ACA's Purchase Order together with these Terms.
 

2. Scope

2.1 These Terms apply to every Order placed by ACA unless expressly agreed otherwise in writing.

2.2 Acceptance of an Order, commencement of work, dispatch of Goods or provision of Services constitutes acceptance of these Terms.

2.3 The Supplier's own terms shall not apply unless expressly accepted by a Director of ACA in writing.

2.4 In the event of conflict, the following order of precedence applies:
(a) Written variation signed by both parties;
(b) Purchase Order;
(c) Drawings/specifications;
(d) These Terms;
(e) Supplier quotation.
 

3. Purchase Orders

3.1 Only written Purchase Orders issued by ACA are valid.
3.2 Verbal instructions must be confirmed by a Purchase Order before work proceeds unless expressly authorised.
3.3 The Supplier shall immediately notify ACA of any ambiguity, omission or error.
3.4 No variation to price, scope or delivery shall be valid without written approval from ACA.
3.5 The Supplier shall not subcontract any part of the Order without ACA's prior written consent.
 

4. Quotations

4.1 Quotations remain open for at least 30 days unless stated otherwise.
4.2 Quotations shall include all foreseeable costs.
4.3 Prices are fixed unless expressly agreed otherwise.
 

5. General Obligations

The Supplier shall:

• perform all work with reasonable skill, care and diligence;

• use suitably qualified and competent personnel;

• comply with all applicable laws and standards;

• cooperate fully with ACA and its Customers;

• immediately report anything likely to affect delivery, quality or safety

 

Part 2 – Commercial Terms

 

6. Prices

6.1 The price stated in the Purchase Order shall be fixed and shall not be increased without ACA's prior written agreement.

6.2 Unless expressly stated otherwise, prices include all labour, supervision, management, packaging, testing, inspection, certification, documentation, transport, insurance in transit and all costs necessary to complete the Order.

6.3 No surcharge for inflation, tariffs, shortages, exchange rate movements or increased operating costs shall apply unless agreed in writing by ACA.

6.4 No additional work shall be chargeable unless authorised in writing before commencement.

 

7. Quotations

7.1 Quotations shall remain open for at least thirty (30) days.

7.2 Quotations shall include all reasonably foreseeable costs.

7.3 Any exclusions shall be clearly identified.

 

8. Purchase Order Values

8.1 The Purchase Order value is the maximum amount authorised.

8.2 The Supplier shall not exceed that value without a revised Purchase Order.

 

9. Variations

9.1 Variations require ACA's written approval before implementation.

 

10. Currency

10.1 Unless stated otherwise all prices shall be in Pounds Sterling (GBP).

 

11. Taxes and VAT

11.1 VAT shall be shown separately where applicable.

 

12. Invoices

12.1 Invoices must quote the ACA Purchase Order Number.

12.2 ACA may reject invoices that do not comply.

 

13. Payment Terms

13.1 Standard payment terms are sixty (60) days from receipt of a valid invoice and acceptance of the Goods or Services, whichever is later.

 

14. Set-Off

14.1 ACA may deduct sums owed by the Supplier under this or any other agreement.

 

15. Credit Notes

15.1 Credit notes shall be issued promptly where monies are due to ACA.

 

16. Audit Rights

16.1 ACA may audit reimbursable cost records upon reasonable notice.

 

17. Financial Stability

17.1 The Supplier shall notify ACA of any material circumstance affecting its ability to perform the Order.

 

 

Part 3 – Delivery, Title, Risk and Acceptance

 

18. Delivery Obligations

18.1 The Supplier shall deliver the Goods and perform the Services at the place, on the date and within the times stated in the Purchase Order.

 

18.2 Time shall be of the essence in relation to all delivery dates, milestone dates and completion dates stated in the Purchase Order.

 

18.3 The Supplier shall make all reasonable enquiries and take all reasonable steps before accepting the Purchase Order to confirm that it can meet the required programme.

 

18.4 The Supplier shall immediately notify ACA in writing if it becomes aware of any matter that has caused, or is likely to cause, delay. The notice shall identify the cause of the delay, the anticipated effect, the corrective action proposed and the earliest achievable delivery or completion date.

 

18.5 Notice of delay shall not relieve the Supplier of its obligations or amount to acceptance by ACA of any revised delivery date.

 

18.6 The Supplier shall use all reasonable endeavours, at its own cost, to avoid or reduce any delay for which it is responsible.

 

18.7 ACA may require the Supplier to provide a recovery programme showing the actions and resources proposed to restore the agreed programme.

 

19. Delivery Instructions

19.1 The Supplier shall comply with all delivery instructions stated in the Purchase Order or subsequently issued by ACA.

 

19.2 Each delivery shall be accompanied by a delivery note stating the ACA Purchase Order number, description of the Goods, quantities delivered, part numbers where applicable, delivery address and any relevant serial, batch or traceability information.

 

19.3 Where Goods are delivered to a Customer site, the Supplier shall comply with all booking, security, access, unloading and site logistics requirements notified by ACA or the Customer.

 

19.4 The Supplier shall not make deliveries outside the agreed delivery window without ACA's prior written consent.

 

19.5 The Supplier shall ensure that the delivery vehicle, lifting arrangements and personnel are suitable for the delivery location and the nature of the Goods.

 

20. Packaging and Protection

20.1 The Supplier shall package, preserve and protect the Goods so that they arrive at the delivery location undamaged, uncontaminated and fit for storage and use.

 

20.2 Packaging shall be suitable for the method of transport, foreseeable handling conditions and any stated period of storage.

 

20.3 The Supplier shall comply with all applicable packaging, labelling, environmental and dangerous goods requirements.

 

20.4 Fragile, hazardous, moisture-sensitive, electrostatic-sensitive, precision or high-value items shall be clearly marked and appropriately protected.

 

20.5 Unless otherwise agreed, packaging materials shall be included within the Purchase Order price and shall not be returnable.

 

20.6 The Supplier shall be responsible for loss or damage caused by inadequate packaging, preservation, marking or securing of the Goods.

 

20.7 ACA may require the Supplier to remove and lawfully dispose of packaging materials at the Supplier's cost.

 

21. Transport and Incoterms

21.1 Unless the Purchase Order states otherwise, the Supplier shall be responsible for arranging and paying for transport, carriage, insurance and delivery to the stated delivery location.

 

21.2 Any Incoterm stated in the Purchase Order shall be interpreted in accordance with the version of Incoterms identified in the Purchase Order or, if no version is identified, the version current at the date of the Purchase Order.

 

21.3 Use of an Incoterm shall not override any express provision of these Terms unless the Purchase Order clearly states that it is intended to do so.

 

21.4 The Supplier shall obtain all licences, permits, customs documentation and clearances required for export, import and delivery, except to the extent expressly allocated to ACA in the Purchase Order.

 

21.5 The Supplier shall provide ACA with all information reasonably required to complete customs, origin, tariff, sanctions or import formalities.

 

22. Partial, Early, Short and Excess Deliveries

22.1 The Supplier shall not make partial or early deliveries without ACA's prior written consent.

 

22.2 ACA may accept a partial or early delivery without waiving its right to require delivery of the balance by the original delivery date.

 

22.3 Where the quantity delivered is less than the quantity ordered, ACA may require prompt delivery of the shortfall or may reject the delivery in whole or in part.

 

22.4 ACA shall not be obliged to accept or pay for quantities delivered in excess of the quantity ordered.

 

22.5 Excess Goods may be returned to the Supplier at the Supplier's risk and expense.

 

22.6 Where an agreed quantity tolerance applies, it shall apply only to the extent expressly stated in the Purchase Order.

 

23. Title to Goods

23.1 Title to the Goods shall pass to ACA upon the earlier of payment for the Goods or delivery of the Goods to ACA or the Customer.

 

23.2 Where ACA makes any advance, stage or progress payment, title shall pass to ACA in the Goods, materials and work in progress to which the payment relates.

 

23.3 Goods, materials and work in progress in which title has passed to ACA shall be clearly identified as the property of ACA, kept separate where reasonably practicable and protected against loss, damage and deterioration.

 

23.4 The Supplier shall not sell, charge, pledge, dispose of or otherwise encumber any property belonging to ACA.

 

23.5 Passing of title shall not constitute acceptance of the Goods and shall not affect ACA's rights of inspection, rejection or recovery.

 

23.6 The Supplier warrants that ACA shall receive good and unencumbered title to the Goods.

 

24. Risk

24.1 Risk in the Goods shall remain with the Supplier until the Goods have been delivered to the stated delivery location, unloaded where the Supplier is responsible for unloading, and accepted in accordance with the Purchase Order.

 

24.2 Where Goods are rejected, risk shall revert to the Supplier from the time ACA gives notice of rejection.

 

24.3 Where Goods are held by the Supplier after title has passed to ACA, the Supplier shall hold them at its risk and maintain adequate insurance for their full replacement value.

 

24.4 The Supplier shall remain responsible for Goods while they are being installed, commissioned, repaired, modified or tested by or on behalf of the Supplier.

 

25. Inspection

25.1 ACA, its Customer and their authorised representatives may inspect and test the Goods, Services, materials, workmanship, records and relevant manufacturing or performance processes at reasonable times.

 

25.2 The Supplier shall provide reasonable access, facilities, assistance, documentation and information required for inspection or testing.

 

25.3 Inspection or testing by ACA shall not relieve the Supplier of responsibility for compliance with the Purchase Order.

 

25.4 ACA's failure to inspect, test or identify a defect shall not constitute acceptance or waiver of any right.

 

25.5 Where inspection or testing identifies non-conformity, the Supplier shall promptly take corrective action at its own cost.

 

25.6 ACA may recover reasonable additional inspection or testing costs arising from the Supplier's non-conformity.

 

26. Acceptance

26.1 Goods or Services shall not be treated as accepted merely because they have been delivered, installed, used, paid for or incorporated into other goods or works.

 

26.2 Acceptance shall occur only when ACA is reasonably satisfied that the Goods or Services comply with the Purchase Order and any applicable inspection, testing, commissioning or documentation requirements have been completed.

 

26.3 Where the Purchase Order includes a factory acceptance test, site acceptance test, commissioning test, performance test or other formal acceptance procedure, acceptance shall not occur until that procedure has been completed and accepted in writing by ACA.

 

26.4 Any use of Goods or Services before formal acceptance shall be treated as use for testing, evaluation, continuity of operations or mitigation of loss and shall not amount to acceptance.

 

26.5 Latent defects and defects not reasonably discoverable during initial inspection may be notified after acceptance and shall remain subject to ACA's warranty and other contractual remedies.

 

27. Rejection and Remedies

27.1 ACA may reject any Goods or Services that do not comply with the Purchase Order, whether or not the non-conformity is material.

 

27.2 Where Goods or Services are rejected, ACA may, at its option: require prompt repair or rectification; require replacement or re-performance; return the Goods; obtain a price reduction; carry out or procure corrective work at the Supplier's cost; or cancel the affected part of the Purchase Order.

 

27.3 The Supplier shall bear all reasonable costs arising from rejection, including inspection, testing, handling, storage, removal, transport, re-delivery, rectification and re-testing.

 

27.4 Replacement, repaired or re-performed Goods or Services shall be subject to the same requirements as the original supply.

 

27.5 ACA may require the Supplier to provide a root-cause analysis and corrective action report within a reasonable period.

 

27.6 If the Supplier fails to correct the non-conformity within the time required by ACA, ACA may obtain replacement goods or services from another source and recover any additional reasonable cost from the Supplier.

 

27.7 ACA's remedies under this clause are cumulative and do not exclude any other contractual or legal remedy.

 

28. Storage and Uncollected Goods

28.1 Where ACA agrees to postpone delivery, the Supplier shall store, preserve and insure the Goods until delivery.

 

28.2 Any storage charge must be agreed in writing before it is incurred.

 

28.3 The Supplier shall not dispose of Goods owned by ACA without giving reasonable written notice and obtaining ACA's written consent.

 

28.4 Where rejected Goods are not collected within the period stated by ACA, ACA may return them at the Supplier's risk and expense or may store or dispose of them and recover the reasonable costs from the Supplier.

 

 

Part 4 – Goods and Services Requirements
 

29. General Requirements

29.1 The Supplier shall provide all Goods and Services in accordance with the Purchase Order, these Terms and all applicable laws and recognised industry standards.

29.2 Goods shall be new and unused unless otherwise agreed.

29.3 Services shall be performed with reasonable skill, care and diligence.

29.4 Competent personnel and adequate resources shall be provided throughout the Order.

 

30. Compliance with Specifications

30.1 Goods and Services shall comply fully with ACA drawings, specifications and written instructions.

30.2 The Supplier shall notify ACA immediately of any ambiguity.

30.3 No deviation shall be made without ACA's written approval.

 

31. Quality

31.1 The Supplier shall maintain an effective quality management system.

31.2 Quality records shall be retained for at least six years.

 

32. Engineering Services

32.1 Engineering work shall be undertaken by suitably qualified personnel.

32.2 Deliverables shall be checked prior to issue.

 

33. Materials and Components

33.1 Only approved materials and components shall be supplied.

33.2 Counterfeit or previously used components shall not be supplied without written approval.

 

34. Software Deliverables

34.1 Where software forms part of the supply, source code, backups and configuration files shall be provided.

34.2 Software shall be free from malicious code.

 

35. Documentation

35.1 All documentation specified in the Purchase Order shall be supplied.

35.2 ACA may reject incomplete documentation.

 

36. Warranty

36.1 Goods and Services shall be free from defects and comply with the Purchase Order.

36.2 Unless agreed otherwise, the warranty period shall be twenty-four months from acceptance.

 

37. Corrective Action

37.1 The Supplier shall investigate defects and implement corrective action at its own expense.

 

38. Continuous Improvement

38.1 ACA welcomes improvement proposals, subject to written approval before implementation.

 

 

Part 5 – Working on ACA and Customer Sites

 

39. Site Rules

39.1 The Supplier shall comply with all ACA and Customer site rules, induction requirements and local procedures.

39.2 The Supplier shall ensure that its personnel attend all mandatory inductions before commencing work.

39.3 ACA may require any individual to leave site where their conduct, competence or behaviour is unacceptable.

 

40. Health and Safety

40.1 The Supplier shall comply with all applicable health and safety legislation.

40.2 Suitable and sufficient risk assessments and method statements (RAMS) shall be prepared and supplied where required.

40.3 The Supplier shall provide competent supervision throughout the works.

 

41. Competence

41.1 Personnel shall be appropriately trained, qualified and authorised for the work undertaken.

41.2 Evidence of competence shall be provided upon request.

 

42. PPE

42.1 Where ACA have supplied PPE, the Supplier will wear this. Otherwise, the Supplier shall provide appropriate personal protective equipment at its own cost.

42.2 PPE shall comply with site-specific requirements.

 

43. Plant and Equipment

43.1 All tools, lifting equipment and test equipment shall be suitable, safe and properly maintained.

43.2 Calibration certificates shall be provided where appropriate.

 

44. Environmental Requirements

44.1 The Supplier shall minimise waste and prevent pollution.

44.2 Hazardous substances shall be stored, transported and disposed of in accordance with legislation.

 

45. Security

45.1 The Supplier shall comply with all site security arrangements.

45.2 Identification passes shall remain the property of ACA or the Customer and shall be returned on request.

 

46. Accidents and Incidents

46.1 All accidents, near misses and dangerous occurrences shall be reported immediately.

46.2 The Supplier shall cooperate fully with any investigation.

 

47. Alcohol, Drugs and Smoking

47.1 Personnel shall not attend site under the influence of alcohol or illegal drugs.

47.2 Smoking and vaping shall be restricted to authorised areas only.

 

48. Site Conduct

48.1 Personnel shall behave professionally and respectfully at all times.

48.2 Harassment, discrimination, violence or abusive behaviour will not be tolerated.

48.3 ACA may require the immediate removal of any individual whose conduct is unacceptable.

 

49. Protection of Property

49.1 The Supplier shall take all reasonable care to avoid damage to buildings, equipment, products and services.

49.2 Any damage shall be reported immediately and made good at the Supplier's expense where attributable to the Supplier.

 

50. Completion and Housekeeping

50.1 Work areas shall be kept clean and tidy throughout the works.

50.2 On completion, all waste, temporary works and equipment shall be removed unless otherwise instructed.

 

 

Part 6 – Intellectual Property, Software and Cyber Security
 

51. Intellectual Property

51.1 Unless otherwise agreed in writing, all intellectual property created specifically for ACA under a Purchase Order shall vest in ACA upon creation and payment.

51.2 The Supplier assigns to ACA all rights, title and interest in bespoke software, PLC programs, HMI applications, robot programs, electrical drawings, schematics, databases and associated documentation produced under the Order.

51.3 The Supplier shall execute any documents reasonably required to perfect ACA's ownership.

 

52. Background Intellectual Property

52.1 Each party retains ownership of intellectual property owned prior to the Purchase Order.

52.2 The Supplier grants ACA a perpetual, irrevocable, worldwide, royalty-free licence to use any background intellectual property necessary for the operation, maintenance, modification or repair of the supplied Goods or Services.

 

53. Source Code and Software Deliverables

53.1 The Supplier shall provide the latest source code, compiled software, project files, configuration files, backups and software licences on completion.

53.2 No passwords, encryption keys or licence mechanisms shall prevent ACA or its Customer from using, maintaining or modifying the supplied system.

53.3 Software shall be fully documented and capable of being maintained by competent engineers.

 

54. Documentation

54.1 The Supplier shall provide all operating manuals, maintenance manuals, drawings, bills of materials, configuration records and backup media specified by ACA.

54.2 Documentation shall be complete and sufficient to enable safe operation and maintenance.

 

55. Open Source Software

55.1 Open-source software shall not be incorporated without ACA's prior written approval.

55.2 The Supplier shall identify all applicable licences and obligations.

 

56. Cyber Security

56.1 The Supplier shall follow recognised cyber security good practice when developing software or configuring industrial control systems.

56.2 Known vulnerabilities shall be disclosed promptly together with proposed corrective action.

56.3 Default passwords shall be changed before delivery unless otherwise instructed by ACA.

56.4 The Supplier shall not introduce malicious code, malware, ransomware or unauthorised remote access facilities.

 

57. Data Protection

57.1 Where personal data is processed, the Supplier shall comply with all applicable data protection legislation.

57.2 Personal data shall only be processed for the purposes of the Purchase Order.

 

58. Confidential Information

58.1 All software, drawings, specifications and project information supplied by ACA or the Customer shall be treated as confidential.

58.2 The Supplier shall not copy, disclose or use confidential information except as necessary to perform the Purchase Order.

 

59. Intellectual Property Infringement

59.1 The Supplier warrants that the Goods and Services do not infringe third-party intellectual property rights.

59.2 The Supplier shall indemnify ACA against claims arising from such infringement except where caused solely by ACA's design.

 

60. Return of Information

60.1 Upon completion or termination of the Purchase Order, the Supplier shall return or securely destroy ACA confidential information as instructed.

60.2 The Supplier shall certify destruction if requested by ACA.

 

 

Part 7 – Insurance, Liability and Indemnities
 

61. Insurance

61.1 The Supplier shall maintain adequate insurance with reputable insurers throughout the duration of the Purchase Order and for any additional period required by law.

61.2 Unless otherwise agreed, the Supplier shall maintain Employers' Liability, Public Liability and Product Liability insurance appropriate to the nature and value of the Goods and Services supplied.

61.3 Professional Indemnity insurance shall be maintained where design, engineering, software development or consultancy services are provided.

61.4 Evidence of insurance shall be provided to ACA upon request.

 

62. Liability for Loss and Damage

62.1 The Supplier shall be responsible for all loss, damage, cost and expense arising from its breach of contract, negligence or other wrongful act or omission.

62.2 The Supplier shall promptly repair or replace any property damaged by its personnel during performance of the Purchase Order.

62.3 Nothing in these Terms shall exclude or limit liability where such exclusion is prohibited by law.

 

63. Indemnity

63.1 The Supplier shall indemnify and keep indemnified ACA against all losses, claims, liabilities, costs and expenses arising from the Supplier's breach of these Terms.

63.2 This indemnity includes claims relating to personal injury, death, property damage, defective Goods, defective Services and infringement of intellectual property rights where attributable to the Supplier.

 

64. Product Liability

64.1 The Supplier remains responsible for the safety and compliance of all Goods supplied.

64.2 Where a product recall or corrective action becomes necessary due to the Supplier's acts or omissions, the Supplier shall bear all reasonable associated costs.

 

65. Limitation of Liability

65.1 Any limitation of the Supplier's liability shall only apply where expressly agreed in writing by ACA.

65.2 Standard supplier terms seeking to limit liability shall have no effect unless specifically accepted by ACA.

 

66. Force Majeure

66.1 Neither party shall be liable for failure to perform caused solely by events beyond its reasonable control.

66.2 The affected party shall notify the other promptly and take reasonable steps to minimise the effects.

66.3 ACA may terminate the Purchase Order without liability if the force majeure event continues for more than thirty (30) consecutive days.

 

67. Business Continuity

67.1 The Supplier shall maintain appropriate business continuity and disaster recovery arrangements.

67.2 ACA may request details of those arrangements where continuity of supply is critical

 

68. Subcontracting

68.1 The Supplier shall not subcontract all or any material part of the Purchase Order without ACA's prior written consent.

68.2 Consent shall not relieve the Supplier of responsibility for the performance of its subcontractors.

 

69. Assignment

69.1 The Supplier shall not assign or transfer the Purchase Order without ACA's prior written consent.

69.2 ACA may assign the Purchase Order to any associated company or successor business.

 

70. Survival

70.1 Clauses relating to confidentiality, intellectual property, warranties, liability and any other provisions intended by their nature to survive termination shall continue in force after completion or termination of the Purchase Order.

 

 

Part 8 – Ethical Standards, Compliance and Responsible Business
 

71. Compliance with Laws

71.1 The Supplier shall comply with all applicable laws, regulations and statutory requirements.

71.2 The Supplier shall maintain all licences, approvals and permits necessary to perform the Purchase Order.

 

72. Anti-Bribery and Corruption

72.1 The Supplier shall comply with the Bribery Act 2010 and all applicable anti-corruption legislation.

72.2 No bribes or improper inducements shall be offered, requested or accepted.

72.3 ACA may terminate the Purchase Order immediately for any material breach of this clause.

 

73. Modern Slavery

73.1 The Supplier shall comply with the Modern Slavery Act 2015.

73.2 Reasonable steps shall be taken to prevent modern slavery within its business and supply chain.

 

74. Equality, Diversity and Human Rights

74.1 The Supplier shall not unlawfully discriminate and shall promote equality of opportunity.

74.2 Internationally recognised human rights shall be respected.

 

75. Environmental Responsibility

75.1 The Supplier shall minimise waste and environmental impact where reasonably practicable.

75.2 Waste shall be managed in accordance with applicable legislation.

 

76. Ethical Sourcing

76.1 ACA may request information regarding the origin of materials and components.

76.2 The Supplier shall use responsible and lawful supply chains where reasonably practicable.

 

77. Export Control and Sanctions

77.1 The Supplier shall comply with applicable export control and sanctions legislation.

77.2 ACA shall be notified immediately of any restrictions affecting the Order.

 

78. Fraud Prevention

78.1 The Supplier shall maintain effective controls to prevent fraud and financial misconduct.

 

79. Records and Audit

79.1 Relevant records shall be retained for at least six years.

79.2 ACA may inspect records on reasonable notice to verify compliance.

80. Whistleblowing

80.1 The Supplier shall maintain arrangements for reporting unethical or unlawful conduct without retaliation.

 

 

Part 9 – Suspension, Default, Termination and Remedies
 

81. Suspension of the Purchase Order

81.1 ACA may instruct the Supplier to suspend all or part of the Goods or Services at any time by written notice.

81.2 The Supplier shall take reasonable steps to minimise cost and protect the Goods during any period of suspension.

81.3 Where suspension is caused by the Supplier's breach, the Supplier shall not be entitled to any additional payment.

 

82. Supplier Default

82.1 The Supplier shall be in default if it fails to comply with any material obligation under the Purchase Order.

82.2 ACA may require the Supplier to produce a recovery plan setting out the actions it will take to remedy the default.

82.3 Failure to implement an agreed recovery plan may constitute a further breach of contract.

 

83. Right to Rectify

83.1 Where the Supplier fails to remedy a breach within a reasonable period, ACA may carry out or procure the necessary work itself or through others.

83.2 All reasonable costs incurred by ACA shall be recoverable from the Supplier.

 

84. Termination for Default

84.1 ACA may terminate the Purchase Order immediately by written notice where the Supplier commits a material breach of contract.

84.2 Material breaches include persistent late delivery, defective Goods or Services, insolvency, fraud, corruption, serious health and safety breaches or unauthorised subcontracting.

84.3 Termination shall not affect ACA's accrued rights and remedies.

 

85. Termination for Convenience

85.1 ACA may terminate all or part of the Purchase Order at any time by giving reasonable written notice.

85.2 ACA shall pay only for Goods and Services satisfactorily completed up to the termination date together with any other amounts expressly agreed in writing.

 

86. Insolvency

86.1 ACA may terminate the Purchase Order immediately if the Supplier becomes insolvent, enters administration, liquidation or any analogous procedure.

86.2 The Supplier shall promptly notify ACA of any event that may materially affect its financial stability.

 

87. Consequences of Termination

87.1 The Supplier shall immediately cease work where instructed by ACA.

87.2 The Supplier shall deliver all completed work, documents, software, drawings, materials and property belonging to ACA.

87.3 ACA may recover any additional reasonable costs incurred in completing the Order through alternative suppliers.

 

88. Recovery of Property

88.1 ACA may recover any tools, equipment, materials, software, documentation or other property belonging to ACA at any reasonable time.

88.2 The Supplier shall provide reasonable access to facilitate recovery.

 

89. Continuing Obligations

89.1 Termination shall not affect obligations intended to survive completion, including confidentiality, warranties, intellectual property, indemnities and record retention.

 

90. Remedies

90.1 ACA's contractual remedies are cumulative and do not exclude any remedy available at law.

90.2 Failure or delay by ACA in exercising any right shall not constitute a waiver of that right.

 

 

Part 10 – General Legal Provisions
 

81. Suspension of the Purchase Order

81.1 ACA may instruct the Supplier to suspend all or part of the Goods or Services at any time by written notice.

81.2 The Supplier shall take reasonable steps to minimise cost and protect the Goods during any period of suspension.

81.3 Where suspension is caused by the Supplier's breach, the Supplier shall not be entitled to any additional payment.

 

91. Notices

91.1 Any notice under the Purchase Order shall be in writing and sent to the address or email specified by the receiving party.

91.2 Notices shall be deemed received on delivery, or if sent by email, when transmitted unless an error message is received.

 

92. Variation

92.1 No variation to the Purchase Order or these Terms shall be effective unless agreed in writing by authorised representatives of both parties.

92.2 Oral instructions shall not amend the Purchase Order.

 

93. Waiver

93.1 Failure or delay by ACA in exercising any contractual right shall not constitute a waiver of that right.

93.2 Any waiver shall apply only to the specific matter for which it is given.

 

94. Severability

94.1 If any provision is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

 

95. Third Party Rights

95.1 Except where expressly stated, no person other than the parties shall have any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

 

96. Relationship of the Parties

96.1 Nothing in the Purchase Order creates a partnership, joint venture, employment relationship or agency between ACA and the Supplier.

96.2 The Supplier acts as an independent contractor.

 

97. Entire Agreement

97.1 The Purchase Order together with these Terms constitutes the entire agreement between the parties relating to its subject matter.

97.2 The Supplier's own terms and conditions shall not apply unless expressly accepted in writing by ACA.

 

98. Further Assurance

98.1 Each party shall execute any documents and perform any acts reasonably required to give effect to these Terms.

 

99. Governing Law

99.1 The Purchase Order and these Terms shall be governed by and construed in accordance with the laws of England and Wales.

 

100. Jurisdiction

100.1 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising from or connected with the Purchase Order or these Terms.

 

Schedule A – Supplier Information Requirements

ACA may require the Supplier to provide copies of insurance certificates, quality certifications, health and safety policies, environmental policies, anti-bribery and modern slavery statements, competency records and any other information reasonably required before or during the performance of a Purchase Order.