Terms and Conditions

1.1 The Parties to any Order are You and the Aster Company stated in the Order. If no Aster Company is stated, then the party is Aster Group.

1.2 These Terms together with any Special Terms apply to all Orders to the exclusion of any other terms unless there is a specific signed contract between You and the Aster Company governing an Order. Your terms and conditions of contracting are expressly excluded. Where there is a specific contract it shall apply in conjunction with these Terms to the extent that they are not inconsistent with the contract and an Order will be treated as a task or order under that contract.

1.3 In these Terms a reference to: 

“Act” - is to the Housing Grants, Construction and Regeneration Act 1996;

“Agreement” - the terms and conditions of this agreement, the Schedules, the orders (if any) and any Appendices to this agreement;

“Applicable law” - all applicable laws of England and Wales or the European Union or in the country or countries of performance of this Agreement, including all legislation, statutory instruments, regulations, regulatory policies, guidelines and codes of practice and any other requirements of any relevant government or governmental or regulatory agency applicable to the provision of or receipt of the Deliverables, or the performance by or on behalf of Aster and the Supplier Group of their obligations under this Agreement;

“Aster Companies” - is to Aster Group and all of its subsidiaries and their subsidiaries, holding companies or companies or societies of which it is a subsidiary and all subsidiaries of its holding company or of companies or societies of which it is a subsidiary (in each case as defined in section 1159 of the Companies Act 2006 or section 15 of the Friendly and Industrial and Provident Societies Act 1968) and “Aster Company” means the company in the Aster Companies as stated in the Order;

“Brief” - instructions provided by Aster Group relating to the provision of the Deliverables and/or this Agreement;

“Commencement Date” - the commencement date for the provision and supply of the Deliverables as set out in this Agreement;

“Deliverable” - any Goods and/or Services supplied or to be supplied by the Supplier to Aster pursuant to this Agreement, including but not limited to all Goods and/or Services identified in the Specification or in any approved delivery plan, purchase order and any materials contained in any presentation made to Aster in response to a Brief;

"Deliverables Due Date” – the due date for the provision of the Deliverables as set out in the Order;

“Estimate” - has the meaning given in Clause 6.3 (Change Control);

“Goods” - is to any items to be supplied to the Aster Company under an Order;

“Liability” - in relation to any matter, all damages, losses, liabilities, costs (including legal costs), charges, expenses, actions, proceedings, claims, penalties, fines and demands incurred or suffered by or brought or made against the relevant party (and Liabilities will be construed accordingly);

“Notice of Change” - has the meaning given in Clause 6.1 (Change Control);

“Policies” - Aster policies listed in this Agreement as may be amended and/or replaced from time to time;

“Proposal” - the Supplier’s proposal to Aster for the provision of the Deliverables (the date of which is set out on the Cover Sheet along with details of any amendments to the proposal) and any other representations made by the Supplier to Aster prior to the date of this Agreement;

“Response to Brief” - a detailed proposal produced by the Supplier;

“Specification” - the specification for the Deliverables as set out in the Order including the approved delivery plan (which shall set out the relevant milestone dates for performance of the Deliverables);

“Supplier Notice of Change” - has the meaning given in Clause 6.9 (Change Control);

 “Order” - is to the Purchase Order or Task Form to which these Terms relate;

 “Scheme” - is to the Scheme for Construction Contracts (England and Wales) Regulations 1998;

 “Services” - is to any services to be supplied to the Aster Company under an Order;

 “Special Terms” - is to any additional terms which the Aster Company considers necessary in relation to the special character of the Goods, Works or Services ordered which are set out in any Order;

 “The Supplier” - is to the supplier of the Goods, Services and/or Works; and

 “Works” - is to any works to be provided to the Aster Company under an Order.

2.1. The Supplier warrants, represents and undertakes to Aster Group Companies that any Deliverables provided:
a) will be of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier by or on behalf of Aster before the Commencement Date and during the life of this Agreement
b) will conform to the specification in the Specification and, where applicable, the approved delivery plan and will be free from defects in design, material and workmanship; and
c) will comply with all Applicable Laws.

2.2. The Supplier will at all times and to the extent that they are relevant to its obligations in the supply of the Deliverables fully comply at all times with the Policies.

2.3. The Supplier will not introduce any viruses, worms or other malicious codes into Aster’s IT systems and will, without prejudice to the foregoing, ensure that it uses up-to-date virus protection measures in respect of the interfaces with Aster’s and its own IT systems.

2.4. The Supplier will only obtain access to any of Aster’s IT systems if expressly authorised in writing to do so and will at all times comply with the applicable Policies.

2.5. The Supplier will not transmit or permit the transmission of any unlawful, discriminatory, threatening, libellous, defamatory, obscene, scandalous, inflammatory, pornographic or profane material on, to, or through Aster’s IT systems.

2.6. The Supplier acknowledges and agrees that:
a) Aster is entering into this Agreement on the basis of the Proposal and that the Proposal is accurate and complete in all material respects, and is not misleading;
b) where Aster is entering into an order pursuant to a purchase order, Aster is entering into that order on the basis of the Response to Brief and that the Response to Brief is accurate and complete in all material respects, and is not misleading;
c) it has been provided with sufficient information in order to provide the Deliverables and to comply with the terms of this Agreement; and
d) if it considers that Aster is not or may not be complying with any of Aster’s obligations under this Agreement, the Supplier will promptly notify Aster of such non-compliance and the Supplier will only be entitled to rely on this as relieving the Supplier’s performance under this Agreement to the extent that it restricts or precludes provision of the Deliverables by the Supplier.

2.7. The Supplier will comply in all respects with its obligations under the Health & Safety at Work Act etc. 1974 and all other health and safety legislation which relates to the Deliverables. The Supplier will notify Aster immediately upon the occurrence of any of the following:
a) an enforcement notice is issued to the Supplier under any Applicable Law;
b) the issuance of a summons and conclusion of any prosecution under any Applicable Law;
c) an investigation by the police, Health and Safety Executive or any local authority into any potential breach of Applicable Law concerning work that the Supplier or its sub-contractors may be involved in (not limited to work undertaken for Aster); and
d) any incident reported or reportable under the Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 1995.

2.8. The notification obligations of the Supplier set out in this Clause 1.10 will also apply in relation to any such event which occurs in relation to any sub-contractor of the Supplier.

2.9. If the Supplier breaches any of the warranties, and/or fails to provide the Deliverables by the Deliverables Due Date (other than by reason of the act or omission of Aster), or otherwise fails to provide the Deliverables in accordance with this Agreement (or as otherwise required by Aster in writing), Aster may (in addition to any of its other rights or remedies):
a) terminate or vary the whole (or any part) of an order without incurring any further obligation to the Supplier;
b) suspend the whole (or any part) of this Agreement or any order without Aster incurring any Liability until such time as the Supplier can, in Aster’s reasonable opinion, deliver the Deliverables in accordance with this Agreement or the order;
c) purchase substitute services elsewhere;
d) deduct from any amounts payable to the Supplier any costs, expenses and losses incurred by Aster as a reasonably foreseeable consequence of the failure to provide the Deliverables; and/or
e) delay any payment due under this Agreement until the provision of the Deliverables has been completed.

3.1. Aster will have the right to inspect and test the Deliverables prior to or within a reasonable time after their delivery at such times as Aster may reasonably require.

3.2. If the Deliverables do not conform or, in Aster’s reasonable opinion, are unlikely to conform with the relevant specifications in the Specification, call off purchase order and the approved delivery plan (as applicable), Aster will inform the Supplier and the Supplier, at the Supplier’s expense, will immediately take such action as is necessary to ensure conformity of the Deliverables with such specifications to the reasonable satisfaction of Aster.

3.3. Any work sheet or similar note provided by the Supplier after the provision of the Deliverables which is signed or stamped by or on behalf of Aster is simply an acknowledgment that certain Deliverables have been provided and will not constitute an acceptance by Aster that the Deliverables comply with this Agreement or any approved delivery plan. Aster will not be considered to have agreed that the Deliverables comply with this Agreement until after it has had a reasonable time to check that the Deliverables have been properly provided.

3.4. Any omission by Aster to undertake such inspection or testing or any failure by Aster to make a complaint at the time of such inspection or testing and any approval given by Aster during or after inspections or tests will not constitute a waiver by Aster of any of Aster’s rights or remedies in respect of the Deliverables.

3.5. The Supplier will replace free of charge to Aster any Goods or any part thereof forming the Deliverables found to be defective within a period of twenty four months (or other period stated in the approved delivery plan) after the date such Goods were delivered. Defective Goods will be returned at the Supplier’s sole expense and risk.

3.6. Without prejudice to Aster’s rights and remedies, upon request from Aster, the Supplier will re-supply the Deliverables or any part thereof which in Aster’s reasonable opinion fails to meet Aster’s quality standards.

4.1. All Goods supplied must:
• conform to the specification in the Order;
• be of sound design, materials and workmanship;
• be free from defects and remain so for the period stated in the Order and if no period is stated for 12 months from their date of delivery;
• be fit for their purpose;
• be new (unless the Order states otherwise); and
• comply with all statutory and regulatory requirements relating to their manufacture, labelling, packaging, storage, handling and delivery.

4.2. The Supplier will indemnify the Aster Companies in full against any costs, expenses, damages and losses (direct or indirect) that may be caused due to the discovery and correction of latent defects in the Goods.

4.3. All Services must be performed:
• by appropriately qualified and experienced staff;
• using reasonable care, skill and diligence;
• in a timely, efficient and professional manner; and
• to the reasonable satisfaction of the Aster Company.

4.4. All Works must:
• conform to the specification in the Order;
• be of sound design;
• use new materials unless the use of re-usable or recycled materials is instructed by the Aster Company;
• be carried out in a good and workmanlike manner by appropriately qualified and experienced staff;
• be completed in a timely, efficient and professional manner and within the time stated in the Order;
• comply with all statutory and regulatory requirements and with generally recognised industry standards.

5.1. In providing the Goods, Services and/or Works, the Supplier and their personnel will comply with:
• all applicable laws (including health and safety, equality and diversity laws and the Data Protection Act 1998 (DPA)); and
• the Aster Company’s contractor code of conduct;
• the Aster Company’s Equality and Diversity Policy;
• the Aster Company’s Statement relating to Bribery and Corruption;
• the Aster Company’s Environmental Sustainability Policy; and
• any similar or updated policy supplied to the Supplier by the Aster Company.

5.2. Where the Aster Company does not have a policy or document the applicable policy or document shall be the policy or document of Aster Group.

6.1. Aster has the right to request the provision of changes to the Deliverables in accordance with this Clause. If Aster requires the provision of any change to the Deliverables it must serve on the Supplier a notice of change (Notice of Change).

6.2. The Notice of Change will set out the change in the Deliverables required in sufficient detail to enable the Supplier to provide the Estimate referred to in Clause 7.3.

6.3. As soon as practicable after receipt of a Notice of Change the Supplier will deliver to Aster the following information (Estimate). The Estimate will include the opinion of the Supplier on:
a) any impact on the provision of the Deliverables;
b) any amendment required to this Agreement as a result of the proposed change;
c) any amendment (whether of a positive or negative value) to the cost of performing this Agreement which would result from the change; and
d) the Supplier’s proposals for any testing or other procedures designed to satisfy Aster that (if approved) the change has been carried out in accordance with the Estimate.

6.4. As soon as is practicable after Aster receives the Estimate the parties will discuss and agree the issues set out in the Estimate. In such discussions Aster may modify the Notice of Change in which case the Supplier will as soon as practicable after receipt or such modifications notify Aster of any consequential changes to the Estimate.

6.5. As soon as practicable after the contents of the Estimate are finalised, Aster will accept the Estimate (as modified), or withdraw the Notice of Change.

6.6. If Aster does not accept the Estimate (as modified) within twenty one (21) days after the contents of the Estimate have been agreed or determined as set out above, the Notice of Change will be deemed to have been withdrawn.

6.7. If the Estimate has been accepted by Aster, then the adjustment to this Agreement including sums payable in respect of each component which has changed, will be as set out in the Estimate or as otherwise agreed between Aster and the Supplier.

6.8. Aster and the Supplier will enter into a supplemental agreement setting out the agreed changes to this Agreement.

6.9. If the Supplier wishes to introduce a change to the Deliverables it must serve on Aster a notice to this effect (Supplier Notice of Change). Any Supplier Notice of Change must:
a) set out the proposed change in sufficient detail to enable Aster to evaluate it in full;
b) specify the Supplier’s reasons for proposing the change;
c) specify the implications of the change, in particular, as to cost and timescales for performance;
d) specify any amendment required to this Agreement as a result of the proposed change; and
e) specify any amendment (whether of a positive or negative value) to the cost of performing this Agreement which would result from the change.

6.10. As soon as is practicable after Aster receives the Supplier Notice of Change the parties will discuss the issues set out therein. In such discussions both parties may modify the Supplier Notice of Change.

6.11. If Aster does not accept the Supplier Notice of Change within twenty one (21) days after receipt then it will be deemed to have been withdrawn by the Supplier.

6.12. If the Supplier Notice of Change has been accepted by Aster, then the adjustment to this Agreement including sums payable in respect of each component which has changed, will be as set out in the Supplier Notice of Change or as otherwise agreed between Aster and the Supplier.

6.13. Aster and the Supplier will enter into a supplemental agreement setting out the agreed changes to this Agreement. No changes to the Deliverables will be implemented (unless Aster agrees otherwise) until the relevant provisions of this Clause have been followed.

7.1. The Supplier must deliver the Goods and/or Services within 14 days of the Order unless the Order states otherwise. The Supplier must obtain a receipt for all Goods delivered from an authorised employee of the Aster Company.

7.2. If delivery of the Goods, or performance of the Services, is delayed due to any cause beyond The Supplier reasonable control and The Supplier tell the Aster Company of this immediately, the Aster Company may either reschedule the time for delivery/performance or cancel the Order without any liability to The Supplier.

7.3. If delivery is delayed in any other circumstances The Supplier must reimburse the Aster Company for any additional costs the Aster Company incurs.

7.4. The Supplier must attach a copy of the Aster Company’s original Order to all Orders, advice notes, invoices and packing notes. These must also contain:
• The Supplier name and address;
• The Aster Company’s Order number;
• the date of despatch and the due delivery date;
• a description of the Goods and/or Services; and
• the address for delivery.

7.5. The Aster Company may reject all or any Goods that do not comply with the Order at any time within 1 (one) month from the date of delivery.

7.6. Risk and title in Goods will pass to the Aster Company on delivery of the Goods to the delivery address in the Order.

7.7. Whilst on the Aster Company’s premises or any premises the Aster Company manages (including tenanted properties), The Supplier and all persons for whom The Supplier are responsible must comply with the Aster Company’s rules relating to those premises. The Aster Company may refuse admission to The Supplier personnel or require such personnel to leave those premises at any time without giving any reason.

8.1. The Supplier grant the Aster Company an irrevocable, non-exclusive, royalty free licence to use all applicable intellectual property rights in connection with the use of the Goods, receipt of the Services, or design or construction of the Works. The Supplier assign to the Aster Company all intellectual property rights in any Goods, Services and/or Works that are produced for the Aster Company as bespoke.

8.2. The Supplier will indemnify the Aster Company in full against all costs, expenses, damages and losses (whether direct or indirect) incurred in connection with any actual or alleged infringement of a third party’s intellectual property rights in any Goods that are the subject of or any Services provided in connection with any Order.

9.1. Unless otherwise agreed, the Aster Company will pay The Supplier the price for the Goods or Services or Works which are not subject to the Act as stated in the Order plus VAT within 30 days from the date on which a valid and undisputed VAT invoice is received from The Supplier.

9.2. Where the Works are a construction contract as defined in the Act, the Aster Company will pay The Supplier the price for the Works as stated in the Order plus VAT in accordance with the Scheme.

9.3. The prices in the Order will apply (without variation) for the stated quantity of the Goods and/or through the period of provision of the Services and/or Works in the Order. These prices include all delivery costs.

9.4. The Aster Company may set off any sums owed by The Supplier against any sums payable to The Supplier in relation to the Order.

10.1. Unless otherwise agreed, the Supplier will maintain the minimum insurances set out below throughout the guarantee period for Goods and/or throughout the period during which the Services and/or Works are provided (and in the case of professional indemnity insurance for 6 years after the last part of any Works and/or Services are carried out):
• If required by the Aster Company, Product Liability Insurance (for Goods) - £2 million;
• If required by the Aster Company, Professional Indemnity Insurance (for Services and Works) - £2 million;
• Public Liability Insurance (for Services and Works) - £2 million;
• Employer’s Liability Insurance (for Services and Works) – £5 million.

10.2. The Supplier will indemnify the Aster Company for any liability, loss, damage, injury, cost or expense sustained by the Aster Company to the extent that such liability, loss, damage, injury, cost or expense arises from a breach or negligent performance or failure or delay in performance of these Terms or any Special Terms by The Supplier.

10.3. The Supplier will indemnify the Aster Company for any claim made against it in respect of any liability, loss, damage, injury, cost or expense sustained by the Aster Company’s employees, agents or customers or any third party to the extent that such liability, loss, damage, injury, cost or expense arises from fulfilling an Order as a consequence of a breach or negligent performance or failure or delay in performance of these Terms or any Special Terms by The Supplier.

11.1. Where the Supplier are processing personal data (as defined in the DPA) the Supplier will have in place appropriate technical and contractual measures to ensure the security of the personal data and guard against:
• unauthorised or unlawful processing of the personal data; and
• accidental loss or destruction of, or damage to, the personal data.

11.2. The Supplier will:
• provide the Aster Company with such information as reasonably required to show that the Supplier are complying with the Supplier obligations under the DPA;
• promptly notify the Aster Company of any breach of the security measures required to be put in place under these Terms; and
• not knowingly or negligently do or omit to do anything which places the Aster Company in breach its obligations under the DPA.

12.1. The Parties shall keep any information which is shared between them which is identified at the time of sharing as “confidential” , this clause shall not apply to Confidential Information to the extent that:
a) it was already in the lawful possession of the Recipient and at its free disposal without any obligation of confidence before the Disclosing Party’s first disclosure of it to the Recipient; or
b) it is or has been lawfully disclosed to the Recipient by a third party without any obligations of confidence; or
c) it is in or comes into the public domain other than through a breach of this Agreement; or
d) it is or has been created independently by or for the Recipient without use or knowledge of Confidential Information; or

12.2. The Recipient is obliged to disclose it by law or to meet the order or requirements of any competent court of law, governmental or statutory regulatory authority, or stock exchange, to which the Recipient is subject from time to time. Before making any such disclosure, the Recipient shall, to the extent that it is not prevented from doing so by such law, order or requirement:
a) first promptly notify the Disclosing Party in writing of the details of the ordered or required disclosure; and
b) if so requested and so far as is reasonable, assist the Disclosing Party, at the Disclosing Party’s cost, in seeking a protective order or other assurance with respect to maintaining the confidentiality of such Confidential Information.

13.1. Whenever Aster requires information from the Supplier or needs to consult with it with regard to the provision of the Deliverables, the Supplier will ensure that in supplying information, consulting or giving its consent it acts in a timely manner and in any event within three (3) Working Days.

14.1. The Supplier will not sub-contract any of its obligations under this Agreement without the prior written consent of Aster.

14.2. As a condition of any consent given under Clause 8.1 the Supplier will:
• ensure that the terms of this Agreement are replicated in such sub-contract such that the sub-contractor is under the same obligations to the Supplier as the Supplier is to Aster under this Agreement;
• comply in full with its obligations under such sub-contract;
• procure that the sub-contractor complies in full with its obligations under such sub-contract; and
• seek prior written approval from Aster prior to changing such sub-contractor.
• Aster accepts no Liability to any sub-contractor appointed by the Supplier in respect of any failure by the Supplier to carry out or perform any of its obligations under the contract with the sub-contractor.

14.3. Where a quote is obtained from any sub-contractor in which (or in whose performance of services) the Supplier has a financial interest, the Supplier must disclose this interest and the Supplier will not use such sub-contractor where Aster at its absolute discretion notifies the Supplier that it does not wish the Supplier to use such sub-contractor.

14.4. The Supplier will remain responsible for all the acts and omissions of its sub-contractors as fully as if they were acts and omissions of the Supplier or its employees or agents. The Supplier will remain Aster’s sole point of contact in relation to this Agreement.

15.1. No variation, and no additional terms and conditions to an Order, will be valid unless accepted in writing and signed by the Aster Company.

15.2. These Terms may be enforced by any of the Aster Companies.

15.3. Save to the extent specified in clause 9.2 these Terms do not confer any rights on any person under the Contracts (Rights of Third Parties) Act 1999.

15.4. The Supplier must not subcontract the provision of any Services without the Aster Company’s prior written consent.

15.5. The Supplier will be responsible for all the actions of the Supplier permitted subcontractors, suppliers, agents and advisors in connection with the Goods and/or Services.

15.6. In performing the obligations under this Agreement, the Supplier shall and shall ensure that each of it’s subcontractors:
a) comply with all applicable laws, statutes, regulations in force from time to time but not limited to the Modern Slavery Act 2015 and
b) take reasonable steps to ensure that there is no modern slavery or human trafficking in the Suppliers or subcontractors supply chains or any part of their business.

16.1. The Aster Company may terminate an Order by giving the Supplier at least 5 days written notice.

16.2. The Aster Company may terminate an Order with immediate effect by giving The Supplier written notice if:
• The Supplier commit a material breach of these Terms which is not remedied to the satisfaction of the Aster Company within 5 days of written notice from the Aster Company notifying The Supplier of the breach and stating that if it is not remedied the Order will be terminated;
• The Supplier or anyone for whom The Supplier are responsible has acted fraudulently or made a fraudulent misrepresentation in connection with the Goods and/or Services;
• The Supplier or anyone for whom the Supplier are responsible has breached the Aster Company’s Statement relating to Bribery and Corruption or offered or agreed to give any person working for or engaged by the Aster Companies any gift or consideration, in relation to the Order, or any other Order or contract between The Supplier and the Aster Companies;
• The Supplier have been the subject of any insolvency related procedure including having:
• had an administrator, receiver, receiver and manager or administrative receiver appointed, or having notified or been notified of an intention, or taken any steps to appoint, any of them;
• suspended the payment of debts or commenced negotiations with the Supplier creditors to reschedule the Supplier debts;
• had a winding up petition presented against The Supplier; or
• suffered any equivalent insolvency related procedure

17.1. All notices or other communications in connection with an Order or these Terms must be in writing and shall be validly served if:
• delivered to the other party personally; or
• sent by prepaid first-class post or recorded delivery to:
- its registered office (if a company); or
- (in any other case) its principal place of business.

18.1. Either the Supplier or the Aster Company may, in relation to any Works contract to which the Act applies, refer any dispute to adjudication in accordance with the CIC Model Adjudication Rules current at the date of the referral.

18.2. This contract shall be governed by English law and the parties shall submit to the exclusive jurisdiction of the English courts.