Are you a supplier to Wragge & Co? - Wragge & Co

Definitions and Interpretation
1. In these Conditions unless the context otherwise requires:
  "Condition(s)" means these terms and conditions and any special terms and conditions agreed in writing between Wragge & Co LLP and the Supplier;
  "Contract" means the Order and the Supplier's acceptance of the Order in conjunction with the Supplier's acceptance of these Conditions as detailed in Condition 2;
  "Goods" means the goods (including any part of parts of them) which the Supplier is to provide to Wragge & Co LLP pursuant to the Order and in accordance with these Conditions;
  "Intellectual Property" means any patent, registered design, copyright (including rights in software), design right, database right, moral right, trade mark, service mark, domain name, rights in confidential information and all similar property rights anywhere in the world in each case whether registered or not and including any application for registration of the foregoing;
  "Legislation" means any applicable statute, statutory rule, order, directive, regulation or other instrument having force of law (including any directive or order promulgated by any competent supra-national body), all British and European standards, UKAS (United Kingdom Accreditation Service) and all other legislation for the time being in force relating without limitation to the manufacture (including raw materials or chemicals used in the production process), packaging, delivery, carriage, storage, installation and use of the Goods or materials which are provided or used as part of the Services, or the provision or receipt of the Services, or the utilisation of the results of the Services;
  "Order" means any order sent by Wragge & Co LLP to the Supplier for the supply of Goods and/or Services in such form as Wragge and Co LLP may determine from time to time in accordance with Condition 2.3;
  "Services" means the Services which the Supplier is to provide to Wragge & Co LLP pursuant to the Order and in accordance with these Conditions;
  "Supplier" means the person(s), firm, company or organisation identified in the Order who are supplying Goods and/or Services to Wragge & Co LLP under the Contract.
  "Wragge & Co LLP" means Wragge & Co LLP (Registered as a Limited Liability Partnership in England and Wales No. OC304378) whose registered office is at 55 Colmore Row, Birmingham, B3 2AS.
2. References to persons include an individual, company, corporation, firm, partnership or limited liability partnership.
The Contract between Wragge & Co LLP and the Supplier
1. The Contract will be subject to these Conditions to the entire exclusion of all other terms and Conditions (including any terms or Conditions which the Supplier purports to apply under any quotation, Order acknowledgment or any other document issued by the Supplier).
2. The Order is an offer made by Wragge & Co LLP to the Supplier and the Contract shall come into effect upon the acceptance of the Order by the Supplier. Unless previously withdrawn by Wragge & Co LLP, Orders shall be deemed accepted if not rejected by the Supplier with 7 days of their date.
3. No Order shall be capable of acceptance by the Supplier unless it is on a Wragge & Co LLP Purchase Order Form and signed on behalf of Wragge & Co LLP [by a member (also referred to as a partner) of Wragge & Co LLP].
The Goods
1. Delivery of the Goods shall take place strictly in accordance with Wragge & Co LLP's delivery instructions as specified in the Order.
2. Time of delivery of the Goods is of the essence of the Contract.
3. Wragge and Co LLP shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect the Goods following delivery or after any latent defect has become apparent.
4. For the avoidance of doubt, the signing of a delivery note or any other such document upon receipt of the Goods shall not be deemed to constitute acceptance or approval of the Goods nor shall it be treated as a waiver of any of Wragge & Co LLP's rights.
5. The Supplier shall immediately notify Wragge & Co LLP in writing providing all relevant details if it discovers that there is:
  1. any defect in the Goods which have been delivered to Wragge & Co LLP at any time; or
  2. any error or omission in the instructions for the use and/or assembly of the Goods;
  (whether or not any such defect, error or omission represents a breach of the warranty in Condition 7.1 or any other Condition) which causes or may cause any risk of death, injury or damage to property.
Title and Risk
1. The Goods shall remain at the Supplier's risk until they are delivered to Wragge & Co LLP in accordance with Condition 3 above, when title to and risk in the Goods shall pass to Wragge & Co LLP. This shall be without prejudice to Wragge & Co LLP's rights of rejection under this Contract or by law and provided that if Wragge & Co LLP has paid for the Goods prior to delivery, title to the Goods shall pass to Wragge & Co LLP when payment is made.
Provision of Services
1. If the Contract is for or includes Services to be performed by the Supplier, then the Supplier undertakes, represents and warrants to Wragge & Co LLP that:
  1. the Services shall be carried out strictly in accordance with the Order;
  2. the Services will be performed by appropriately qualified and trained personnel with the highest level of skill, care and diligence, in a good workmanlike manner, in accordance with the Contract and to such high standards of quality as it is reasonable for Wragge & Co LLP to expect in all the circumstances;
  3. it will comply with and ensure that its personnel comply with any reasonable instructions and guidelines issued by Wragge & Co LLP from time to time;
  4. any materials or goods used in the performance of the Services will be of the best available quality, free from defects in design, material and workmanship and fit for their intended purpose;
  5. the Services (and any materials provided or used as part of the Services) shall not infringe the Intellectual Property of any third party;
  6. the time of performance of the Services is of the essence of the Contract; and
  7. the Services and the materials provided or used as part of the Service shall comply with all Legislation .
2. The Supplier shall use its best endeavours to transfer or assign to Wragge & Co LLP or otherwise obtain for the benefit of Wragge & Co LLP any guarantee, warranty or other confirmation of quality, title or fitness for purpose given by any manufacturer of materials provided as part of or used in the Services in respect of the materials (or part thereof) to the extent that the same is capable of such transfer or assignment to Wragge & Co LLP or otherwise providing such benefit for Wragge & Co LLP.
3. For the avoidance of doubt, all personnel of the Supplier shall at all times be and be deemed to be employees of the Supplier or sub-contractor and not of Wragge & Co LLP. The Supplier shall be responsible for the taking of disciplinary action in respect of its personnel and for paying salaries, taxes, contributions and charges payable in respect of such personnel.
Prices and Payment
1. The price of the Goods and/or Services shall be stated in the Order shall be the price inclusive of all packaging, packing, labelling, insurance, delivery, installation and other costs incurred by the Supplier in relation to the Goods and their delivery unless otherwise agreed in writing.
2. All sums payable under the Contract are exclusive of VAT.
3. The Supplier may only invoice Wragge & Co LLP on or after delivery of the Goods or completion of the performance of the Services. If Wragge & Co LLP receives any invoices prior to this, those invoices shall be deemed to be received on the date of delivery of the Goods or completion of the performance of the Services. Invoices shall be in such form as Wragge & Co LLP specifies from time to time.
4. Unless otherwise agreed, Wragge & Co LLP shall pay the price of the Goods and/or Services within 30 days after the end of the month in which the invoice was received in accordance with Condition 6.3.
5. If Wragge & Co LLP fails to pay any amounts payable under the Contract the Supplier may charge Wragge & Co LLP interest on the overdue amount from the date due up to the date of actual payment, at the rate of [2]% per annum above the base rate at the time being of Lloyds TSB Bank plc. Such interest shall accrue on a daily basis and be compounded quarterly and Wragge & Co LLP shall pay the interest immediately on demand.
6. The prices charged by the Supplier to Wragge & Co LLP shall not exceed those prices charged by the Supplier to any other customer purchasing the same or similar goods or services in the same or smaller quantities.
7. Any money paid by Wragge & Co LLP to the Supplier in respect of any Goods rejected under these Conditions together with any additional expenditure over and above the price specified in the Order reasonably incurred by Wragge & Co LLP in obtaining other goods in replacement of any rejected Goods shall be paid by the Supplier to Wragge & Co LLP within 7 days of the date of Wragge & Co LLP's notice demanding the same or, at Wragge & Co LLP's sole option, shall be deducted from the money still to be paid by Wragge & Co LLP to the Supplier in relation to such Goods.
Warranties relating to Goods
1. The Supplier undertakes, represents and warrants to Wragge & Co LLP that the Goods, including their packaging and labelling, shall:
  1. be accompanied with accurate, complete and comprehensible instructions in English for the treatment, assembly, use and/or storage of the Goods;
  2. conform to any instructions of Wragge & Co LLP and shall otherwise meet the requirements of the Order and this Contract;
  3. be of the best available quality, free from defects in materials and workmanship and fit for their intended purpose (whether such purpose is implied or expressly stated in the Orders or Contract);
  4. be free from design and other inherent defects (save to the extent that the Goods have been supplied in accordance with designs provided by Wragge & Co LLP);
  5. comply with all Legislation;
  6. conform strictly as to quality, quantity and description with any samples provided by the Supplier for the purpose of supply of Goods of that type; and
  7. not infringe the Intellectual Property of any third party.
2. The Supplier shall use its best endeavours to transfer or assign to Wragge & Co LLP or otherwise obtain for the benefit of Wragge & Co LLP any guarantee, warranty or other confirmation of quality, title or fitness for purpose given by any manufacturer of the Goods in respect of the Goods (or part thereof) to the extent that the same is capable of such transfer or assignment to Wragge & Co LLP or otherwise providing such benefit for Wragge & Co LLP.
Failure to Comply
1. Where there is any breach of the Supplier's warranty in Condition 5.1 or Condition 7.1 above or if any obligation, warranty or requirement imposed by, given or stated in the Contract in respect of the Goods or Services is not complied with, or the Goods or any instalment of the Goods are not delivered at the specified time or the Goods delivered are damaged Wragge & Co LLP shall be entitled at its sole discretion without liability to the Supplier (arising out of such action) and without prejudice to any other right or remedy Wragge & Co LLP may have to take one or more of the following actions to:
  1. cancel the Contract and treat the Contract as having never been entered into by the Supplier; and/or
  2. reject the relevant Goods (in whole or in part) and any Goods already delivered which cannot be effectively and commercially used by reason of the non delivery of any undelivered Goods; and/or
  3. refuse to accept any subsequent delivery of the Goods; and/or
  4. recover from the Supplier any costs reasonably incurred by Wragge & Co LLP in obtaining substitute goods or services from another supplier; and/or
  5. require the Supplier at its sole cost to replace, repair the Goods or carry out such work as is necessary within 14 days so that the Goods conform to the Contract, and Order ; and/or
  6. require the Supplier at its sole cost to re-execute the Services in accordance with the Contract and Order within 7 (seven) days; and/or
  7. to repay or credit to Wragge & Co LLP that part of the price paid by Wragge & Co LLP to the Supplier relating to the provision of the relevant part of the Services (exclusive of any value added tax); and/or
  8. treat this Contract as discharged by the Supplier's breach and:
    1. delay payment of the price for the Goods and Services until the requirements of this Contract and Order are entirely fulfilled,
    2. refuse to make payment of the price of the Goods or Services; or
    3. require the repayment of any part of the price of the Goods or Services which Wragge & Co LLP has paid whether or not Wragge & Co LLP has previously required the Supplier to repair the Goods, supply any replacement Goods or re-execute the Services; and/or
  9. claim such damages as may have been incurred by Wragge & Co LLP as a result of the Supplier's breach of the Contract.
2. If Wragge & Co LLP claims that an Order has not been fulfilled or has been incorrectly fulfilled the Supplier shall be deemed to accept the validity of the claim unless it serves written notice on Wragge & Co LLP disputing the said claim and stating the reasons for its dispute within 7 (seven) days of the date of the said claim.
3. If Wragge & Co LLP exercises any right under these Conditions Wragge & Co LLP may at its absolute discretion require the Supplier to collect the relevant Goods or materials provided as part of the Services forthwith or return the Goods or materials provided as part of the Services to the Supplier at the Supplier's cost.
Indemnity
1. The Supplier acknowledges that Wragge & Co LLP places particular reliance upon the Contract and in addition to any other remedy available to Wragge & Co LLP, the Supplier irrevocably and unconditionally agrees to indemnify Wragge & Co LLP, its members, employees, sub-contractors and agents (who shall have no duty to mitigate their loss) in full and on demand and keep them so indemnified against all claims, demands, actions, proceedings and all direct and indirect damages, losses, costs and expenses (including without limitation legal on an indemnity costs basisand other professional advisers' fees, economic loss, loss of profit, future revenue, reputation, goodwill, anticipated savings) and any consequential loss made against or incurred or suffered by any of them and whether wholly or in part resulting directly or indirectly from the matters listed below whether or not such losses or the consequences of the matters listed below were foreseeable at the date of the Contract:
  1. any claims that the Goods or Services infringe the Intellectual Property of any third party by reason of provision or receipt of or utilisation of the results of the Services or the use, purchase or sale by Wragge & Co LLP of the Goods including any royalties being payable to any third party (save to the extent that the Goods or Services have been supplied in accordance with the designs of Wragge & Co LLP);
  2. any breach of the Contract by the Supplier, its employees, agents or sub-contractors or any act or omission by any of them including any delays and any costs or liabilities incurred by Wragge & Co LLP in having to cancel any Order as a result of any such breach, act or omission or any other warranty or Condition concerning the Goods or Services whether express or implied by statute or otherwise;
  3. any termination of the Contract pursuant to Condition 13; or
  4. any act or omission of any of the Supplier's agents or employees in connection with the performance of the Services.
2. The Supplier shall provide all facilities, assistance and advice required by Wragge & Co LLP or its insurers for the purpose of contesting or dealing with any action, claim or matter arising out of the Supplier's performance, or purported performance of, or failure to perform, the Contract.
Insurance
1. The Supplier shall at its own cost effect and keep in place with reputable insurers such insurance policies as are appropriate and adequate having regard to its obligations and liabilities under the Contract. The Supplier shall do nothing to invalidate any of the policies maintained in force in accordance with this Condition.
Confidentiality
1. The Supplier shall keep and procure to be kept secret and confidential all information disclosed or obtained as a result of the relationship of the parties under the Contract and shall not use nor disclose the same save for the purposes of the proper performance of the Contract or with the prior written consent of Wragge & Co LLP.
2. The obligations of confidentiality in this Condition 11 shall not extend to any information which the Supplier can show is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under these Conditions; was in its written records prior to entering into the Contract and not subject to any confidentiality obligations; was independently disclosed to it by a third party entitled to disclose the same or is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction.
3. The Supplier shall not make any announcement or otherwise publicise the existence of or disclose to any person the provisions of the Contract without the prior written consent of Wragge & Co LLP.
Intellectual Property
1. All materials including any specifications supplied by Wragge & Co LLP, and any copies made by or for the Supplier shall be the property of Wragge & Co LLP, shall only be used for the purposes of this Contract, shall be treated by the Supplier as strictly confidential and shall be returned by the Supplier as strictly confidential and shall be returned by the Supplier immediately on request to Wragge & Co LLP at the Supplier's sole risk and cost.
2. Any and all Intellectual Property in any material created or adapted or acquired by the Supplier (and/or any of their respective employees, agents, representatives and/or contractors) for the purpose of providing the Services will automatically vest in Wragge & Co LLP on the date on which the same are created. The Supplier hereby assigns (and agrees to procure that any agents, employees, representatives or contractors assign) all such Intellectual Property Rights to Wragge & Co LLP will full title guarantee and free from any third party rights.
3. The Supplier shall grant or procure the grant of an adequate licence or sub-licence to Wragge & Co LLP at no extra cost, of any Intellectual Property which the Supplier does not own, incorporated or utilised in any work done by the Supplier for Wragge & Co LLP in pursuance of the Contract sufficient to enable Wragge & Co LLP to make full use of such work and to repair, update or maintain the work in which such results are incorporated.
4. The Supplier hereby agrees and undertakes promptly at the request of Wragge & Co LLP, but at its own cost, to do all such acts or deeds and execute all such documents as may be required by Wragge & Co LLP to give effect to the provisions and intentions of this Condition 12.
Termination and Suspension
1. The Supplier shall on the written instructions of Wragge & Co LLP suspend the whole of the Services or the delivery of the Goods or any part thereof. Wragge & Co LLP may at any time by written notice to the Supplier authorise the Supplier to resume all or any part of the suspended Services or suspended delivery of the Goods and the Supplier shall on being given such notice, promptly resume performance of the Services or delivery of the Goods or part thereof in accordance with the terms of the notice.
2. Wragge & Co LLP may immediately terminate the Contract without payment of compensation or other damages caused to the Supplier solely by such termination by giving notice in writing to the Supplier if any one or more of the following events happens:
  1. the Supplier commits a material breach of any of its obligations under these Conditions which is incapable of remedy;
  2. the Supplier fails to remedy, where it is capable of remedy, or persists in any breach of any of its obligations under these Conditions after having been required in writing to remedy or desist from such breach within a period of 30 (thirty) days;
  3. the Supplier proposes a voluntary arrangement within the meaning of Section 1 or Section 253 of the Insolvency Act 1986, or an interim order is made in relation to the Supplier under Section 252 of the Insolvency Act 1986, or any other steps are taken or negotiations commenced by the Supplier or any of its creditors with a view to proposing any kind of composition, compromise or arrangement involving the other party and any of its creditors; or
  4. any of the following occur:
    1. the Supplier is deemed to be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or
    2. the Supplier calls a meeting for the purpose of passing a resolution to wind it up, or such a resolution is passed; or
    3. the Supplier presents, or has presented, a petition for a winding up order; or
    4. an application to appoint an administrator is made in respect of the Supplier or a notice of intention to appoint an administrator is filed in respect of the Supplier; or
    5. any other steps are taken by the Supplier or any other person to appoint an administrator over the Supplier; or
    6. the Supplier has an administrator, administrative receiver, or receiver appointed over all or any part of its business, undertaking, property or assets; or
    7. the Supplier takes any steps in connection with proposing a company voluntary arrangement or a company voluntary arrangement is passed in relation to it.
3. The termination of the Contract shall be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination.
4. Upon termination of the Contract for any reason whatsoever:
  1. (subject to Condition 13.3 above) the relationship of the parties shall cease save as (and to the extent) expressly provided for in this Condition 13.4;
  2. any provision which expressly or by implication is intended to come into or remain in force on or after termination shall continue in full force and effect; and
  3. the Supplier shall immediately return to Wragge & Co LLP (or if Wragge & Co LLP so requests by notice in writing, destroy) all of Wragge & Co LLP's property in its possession at the date of termination including all confidential information, together with all copies of such confidential information and shall certify that it has done so, and shall make no further use of such confidential information.
General
1. The Contract is personal to the Supplier. The Supplier shall not assign, delegate, sub-contract, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under the Contract without the prior written consent of Wragge & Co LLP.
2. No person who is not a party to these Conditions (including any employee, officer, agent, representative or subcontractor of either party) shall have the right to enforce any term of these Conditions which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties.
3. The Supplier shall not exercise any right of lien, general or otherwise and howsoever arising, over any Goods or any other property of Wragge & Co LLP in the Supplier's possession, in respect of any sums owed by Wragge & Co LLP to the Supplier under the Contract or otherwise.
4. Nothing in these Conditions shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the parties and no employee of the Supplier shall be deemed to be or have become an employee of Wragge & Co LLP.
5. No purported alteration or variation of these Conditions shall be effective unless it is in writing, refers specifically to the Contract and is signed by a duly authorised representative of each of the parties to the Contract.
6. Any notice given under this Agreement shall be in writing and delivered by first class post to the address of the party specified in this Agreement, or such other address as is notified to the other party from time to time.
7. If at any time any part of these Conditions is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from these Conditions and the validity and/or enforceability of the remaining provisions of these Conditions shall not in any way be affected or impaired as a result of that omission.
8. These Conditions, and any issues or disputes arising out of or in connection with it (whether such disputes are contractual or non-contractual in nature, such as claims in tort, for breach of statute or regulation, or otherwise) shall be governed by, and construed in accordance with, the laws of England.
9. All disputes or claims arising out of or in connection with these Conditions shall be subject to the exclusive jurisdiction of the English Courts to which the parties irrevocably submit.