Aster Group Limited (“Aster Group”) and Aster Companies - Standard terms and conditions for the purchase of goods, services and/or works (“these Terms”)
- 1. Introduction
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;
- “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;
- “Goods” – is to any items to be supplied to the Aster Company under an Order;
- “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;
- “Works” – is to any works to be provided to the Aster Company under an Order; and
- “You” or “Your” – is to the supplier of the Goods, Services and/or Works.
- 2. Quality and Performance
2.1 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.
2.2 You 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.
2.3 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.
2.4 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.
- 3. Aster Policies
In providing the Goods, Services and/or Works, You and Your 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 you by the Aster Company.
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.
- 4. Delivery
4.1 You must deliver the Goods and/or Services within 14 days of the Order unless the Order states otherwise. You must obtain a receipt for all Goods delivered from an authorised employee of the Aster Company.
4.2 If delivery of the Goods, or performance of the Services, is delayed due to any cause beyond Your reasonable control and You 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 You.
4.3 If delivery is delayed in any other circumstances You must reimburse the Aster Company for any additional costs the Aster Company incurs.
4.4 You must attach a copy of the Aster Company’s original Order to all Orders, advice notes, invoices and packing notes. These must also contain:
- Your 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.
4.5 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.
4.6 Risk and title in Goods will pass to the Aster Company on delivery of the Goods to the delivery address in the Order.
4.7 Whilst on the Aster Company’s premises or any premises the Aster Company manages (including tenanted properties), You and all persons for whom You are responsible must comply with the Aster Company’s rules relating to those premises. The Aster Company may refuse admission to Your personnel or require such personnel to leave those premises at any time without giving any reason.
- 5. Intellectual Property
5.1 You 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. You 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.
5.2 You 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.
- 6. Payment
6.1 Unless otherwise agreed, the Aster Company will pay You 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 You.
6.2 Where the Works are a construction contract as defined in the Act, the Aster Company will pay You the price for the Works as stated in the Order plus VAT in accordance with the Scheme.
6.3 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.
6.4 The Aster Company may set off any sums owed by You against any sums payable to You in relation to the Order.
- 7. Liability and Insurance
7.1 Unless otherwise agreed, you 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.
7.2 You 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 You.
7.3 You 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 You.
- 8. Data Protection
8.1 Where You are processing personal data (as defined in the DPA) You 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.
8.2 You will:
- provide the Aster Company with such information as reasonably required to show that you arecomplying with your 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.
- 9. Confidentiality
9.1 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:
9.1.1 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
9.1.2 it is or has been lawfully disclosed to the Recipient by a third party without any obligations of confidence; or
9.1.3 it is in or comes into the public domain other than through a breach of this Agreement; or
9.1.4 it is or has been created independently by or for the Recipient without use or knowledge of Confidential Information; or
9.2 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, : (i) first promptly notify the Disclosing Party in writing of the details of the ordered or required disclosure; and (ii) 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.
- 10. General
10.1 No variation, and no additional terms and conditions to an Order, will be valid unless accepted in writing and signed by the Aster Company.
10.2 These Terms may be enforced by any of the Aster Companies.
10.3 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.
10.4 You must not subcontract the provision of any Services without the Aster Company’s prior written consent.
10.5 You will be responsible for all the actions of your permitted subcontractors, suppliers, agents and advisors in connection with the Goods and/or Services.
10.6 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.
- 11. Termination
11.1 The Aster Company may terminate an Order by giving you at least 5 days written notice.
11.2 The Aster Company may terminate an Order with immediate effect by giving You written notice if:
- You commit a material breach of these Terms which is not remedied to the satisfaction of the Aster Company within 5days of written notice from the Aster Company notifying You of the breach and stating that if it is not remedied the Order will be terminated;
- You or anyone for whom You are responsible has acted fraudulently or made a fraudulent misrepresentation in connection with the Goods and/or Services;
- You or anyone for whom you are responsible has breached the Aster Company’s Statement relating toBribery 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 You and the Aster Companies;
- You 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 your creditors to reschedule your debts;
- had a winding up petition presented against You; or
- suffered any equivalent insolvency related procedure
- 12. Notices
12.1 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.
- 13. Jurisdiction and Governing Law
13.1 Either You 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.
13.2 This contract shall be governed by English law and the parties shall submit to the exclusive jurisdiction of the English courts.