Conditions of purchase of goods and/or services

Definitions
1. “Agreement” means a written agreement between Motion Applied and the Supplier for the supply of Goods and/or Services;
2. “Associated Company” means a company or other entity which is a holding company or a subsidiary, or a subsidiary of any such holding company;
3. “Code of Conduct” means Motion Applied’s Code of Conduct and Business Ethics Policy which is available on request or at https://motionapplied.com/code_of_conduct
4. “Conditions” means these conditions of purchase as amended from time to time;
5. “Contract” means the contract between Motion Applied and the Supplier consisting of (i) an Agreement and/or (ii) an Order and (iii) these Conditions. Should there be any inconsistency between the documents comprising the Contract, these Conditions shall have precedence unless otherwise stated in the Agreement or Order;
6. “Delivery Date” means the date or dates specified in the Agreement or Order for the delivery of the Goods or the Supply of the Services.
7. “Goods” means all the goods (or any part of them) and materials to be supplied by the Supplier;
8. “Order” means a purchase order placed by Motion Applied for the supply of the Goods and/or Services and signed by a duly authorised representative of Motion Applied together with any Specifications and any amendments thereto communicated by Motion Applied to the Supplier;
9. “Personal Data” means the definition of personal data as set out in the General Data Protection Regulation (the “GDPR”), as amended from time to time, and any other relevant data protection legislation;
10. “Services” means the services to be supplied by the Supplier;
11. “Specifications” means the technical description (if any) of the Goods and/or Services contained or referred to in the Agreement or Order; and
12. “Supplier” means the person, firm or company to whom the Agreement or Order is addressed.
Contract
1. No Contract (whether express or implied) shall come into force unless either (i) an Agreement is in place or (ii) Motion Applied has received the Supplier’s acceptance of the Order within five (5) working days of the date shown on the face of the Order. The Order shall be withdrawn if not accepted under this clause 2 within thirty (30) days of the date of the Order or earlier if notified by Motion Applied.
2. Neither Motion Applied nor the Supplier shall be bound by any variation or waiver of, or addition to, these Conditions or Contract unless the authorised representatives of Motion Applied and the Supplier have agreed such variation, waiver or addition in writing.
3. All the Goods and Services shall be supplied subject to these Conditions which, unless otherwise agreed in writing, shall override any other terms or conditions submitted by the Supplier.
Title
1. The Supplier warrants that it has the right to and shall sell the Goods (which shall remain the absolute property of the Supplier until property therein passes to Motion Applied) with full title guarantee free of any charge, lien or other encumbrance and Motion Applied shall enjoy quiet enjoyment of the Goods.
2. The Supplier warrants and represents that it has obtained and shall make available to Motion Applied all licences clearances, consents and authorisations necessary for the provision of the Services to Motion Applied and the purchase of the Goods by Motion Applied and their use for all purposes for which the Supplier is or ought reasonably to be aware that they are required by Motion Applied.
Price
1. The price stated in the Contract is a fixed price and shall not be varied for any reason whatsoever unless expressly agreed in writing by a duly authorised representative of Motion Applied. If no price is stated in the Contract the price shall be the Supplier’s list price less the highest discount which it offers to any buyer at that time. Unless otherwise stated in the Contract, the price is inclusive of:
2. any applicable value added tax (VAT);
3. all charges for packaging, packing, carriage, insurance and deliveries of the Goods and any duties, imposts or levies other than value added tax;
4. all royalties, licence fees and other expenses arising from the use of any intellectual property which is required to be used by Motion Applied under the Contract;
5. all goods, materials, plant, equipment, tools, transport and other items or services necessary to enable the Supplier to provide the Goods and/or Services;
6. Motion Applied shall be entitled to deduct from any monies due or becoming due to the Supplier any monies claimed by Motion Applied against the Supplier, whether under the Contract or otherwise.
Payment
1. Unless otherwise agreed in writing, payment of the price stated in the Contract shall be due to the Supplier sixty (60) days net from the end of the month following on the later of:
2. the month during which the Goods are delivered to and off-loading completed at Motion Applied’s premises;
3. the month during which the Services are fully performed by the Supplier; and,
4. the month during which the invoice for the Goods and/or Services is received by Motion Applied.
5. The relevant invoice shall be correctly drawn and quote Motion Applied’s Order number.
6. Motion Applied shall be entitled to set-off against payment of the price stated in the Contract any sum owed to Motion Applied by the Supplier, whether under the Contract or otherwise.
7. Value added tax (if applicable) shall be shown separately on all invoices as a net extra charge.
8. Time of payment by Motion Applied is not of the essence to the Contract.
Quality and Description
1. The Supplier shall not change the design or any dimensions or technical specification of the Goods and/or description of the Services without the prior written consent of Motion Applied.
2. The Supplier warrants that all reasonable skill and care has been or will be used in manufacturing the Goods or in performing the Services and that the Goods shall (unless otherwise agreed in writing):
  1. conform as to quantity, quality and description with the particulars stated in the Contract and as represented in any drawing, advertisement or brochure and comply with all statutory requirements applicable to such Goods and/or Services;
  2. comply with all European and other applicable territory standards and legislations, including but not limited to Directive 2012/19/EU on Waste Electrical and Electronic Equipment and Directive 2011/65/EU on the Restriction of Hazardous Substances, as amended from time to time;
  3. be free from defects in materials and workmanship;
  4. strictly conform to the Specifications and to any relevant current European and/or British Standard Specifications, as authorised from time to time by the British Standards Institute or relevant European body;
  5. be capable of achieving the standard of performance specified in the Contract or otherwise notified to the Supplier by Motion Applied;
  6. correspond with the samples of the Goods (if any) provided by the Supplier to Motion Applied and approved by Motion Applied;
  7. be in every way fit for the purpose for which Motion Applied has expressly or by implication made known to the Supplier or where Motion Applied does not make any purpose known to the Supplier for the purpose for which the Goods and/or Services are normally used;
  8. be durable, of satisfactory and acceptable quality, in compliance with any applicable national or international standards and shall for the purposes of the Consumer Protection Act 1987, the Health and Safety at Work Act 1974 and otherwise without limitation be safe, free from defect and in compliance with the general safety requirements, any applicable safety regulations and all other applicable legal standards;
  9. be manufactured and produced using the directions and techniques prescribed by Motion Applied and shall use production equipment, methods and quality assurance procedures that meet Motion Applied’s requirements;
  10. conform to the requirements of the ISO 9001:2015 and the Supplier shall produce all documentation and other evidence required by Motion Applied to confirm compliance to this standard.
3. The Supplier warrants that its ability to comply in full with its obligations under this Contract shall not be affected by any change in date or other such similar event and that all software and hardware shall not be affected by any change in date or time or other such event.
4. The Supplier shall:
  1. where the Goods are to be provided and/or the Services are to be performed at Motion Applied’s premises, observe and conform to and use its best endeavours to ensure that their servants, agents and workmen and others visiting Motion Applied’s premises in connection with the supply of the Goods and/or Services observe and conform to such rules and regulations as Motion Applied may from time to time make for the orderly management of Motion Applied’s premises and in the interests of safety and security;
  2. ensure that any Goods and/or Services are provided in accordance with the standards of performance, quality and description as stated in the Contract or otherwise notified to the Supplier by Motion Applied; and
  3. in regard to any automotive products, the Supplier shall provide Motion Applied with a material data sheet to enable Motion Applied to meet IATF 16949:2016 and IMDS requirements.
5. The Supplier shall give Motion Applied reasonable prior written notice if any of the Goods present a hazard to the health and safety of persons or property and shall mark the Goods with the relevant international danger symbols and ensure that all such Goods include a description of the material in English providing full details of all precautions to be taken by Motion Applied on the delivery of the Goods and their subsequent use, storage or handling.
6. The obligations under the Contract apply whether or not the Goods and/or Services are bought by description or the Supplier deals in Goods of the same description, or are specified under a patent or trade mark, or Motion Applied has examined them or a sample.
7. Unless otherwise expressly stated in the Specifications, the Supplier shall provide all plant and equipment necessary to enable it to perform the Services.
8. If the performance of any Services pursuant to a Contract requires use of Motion Applied’s equipment, Motion Applied shall ensure that the Supplier’s personnel are given such access to the equipment as is reasonably necessary to facilitate the performance of the Services.
9. The Supplier shall keep safe and secure and shall take all reasonable care of any equipment belonging to Motion Applied while in the possession or control of the Supplier.
10. The Supplier shall, in the course of performance of the Services, take all reasonable precautions to safeguard the health and safety of Motion Applied’s personnel whilst working with equipment which belongs to Motion Applied or is located in Motion Applied’s premises.
11. Where the provision of the Services involves works being carried on Motion Applied’s premises or sites, the Supplier and its employees, sub-contractors and agents working on or about Motion Applied’s premises or sites are obliged to observe all relevant statutory rules and regulations. All personnel working within Motion Applied’s premises or sites must report to Motion Applied’s designated representative before commencing such work. Motion Applied shall allow the Supplier’s authorised personnel access to its authorised personnel and its premises subject to reasonable advance notice from the Supplier and the Supplier complying with all reasonable instructions of Motion Applied notified to the Supplier, including without limitation instructions relating to confidentiality and health and safety.
12. The Parties in performing obligations under any Contract shall procure that each member of its Group comply with all the applicable laws, statutes, regulations and codes from time to time in force.
13. The Supplier shall make all efforts to ensure that any labour used to manufacture the Goods or to supply any Services is undertaken under reasonable conditions and does not exploit child labour in a manner inconsistent with good practice.
Inspection and Testing
1. Motion Applied or any third party appointed by Motion Applied shall have the right at all reasonable times to inspect the Goods and supervise the Services, the Supplier’s quality assurance procedures and any work in progress at the premises of the Supplier or any sub-contractor of the Supplier. No such inspection nor any failure to reject the Goods pursuant to clause 12 shall constitute acceptance of the Goods and/or Services. Before dispatching the Goods, the Supplier shall carefully inspect and test them to ensure that they comply in every aspect with the requirements of clause 6 hereof and shall supply Motion Applied with the results of such inspection and testing. The Supplier shall, if requested by Motion Applied, give Motion Applied reasonable notice of such tests and Motion Applied shall be entitled to be present or represented during such testing. Any such inspection or supervision shall not relieve the Supplier of any obligation, responsibility or liability under the Contract or otherwise.
Quality Management
1. The Goods and/or Services shall conform to any Motion Applied quality or other standards. In addition the Supplier shall adhere to the directions and techniques prescribed by Motion Applied and shall use production equipment as well as quality assurance equipment which meets the requirements of Motion Applied.
2. The Supplier shall ensure that the Goods and/or Services comply with all relevant European standards for Conformity of Production and that all necessary certifications, procedures and quality management procedures are implemented in order to comply with any such standards or any other requirements of Motion Applied.
3. The Supplier shall operate a quality department furnished with appropriate personnel, testing and measuring equipment and shall submit to Motion Applied such information and quality reports as requested by Motion Applied.
4. Motion Applied shall have the right to audit the quality management system of the Supplier and shall have reasonable access to the Suppliers premises to carry out such audit. The Supplier shall, within the period set by Motion Applied comply with the quality recommendations made following any audit as set out herein.
Passing of Risk and Title
1. Risk and title in the Goods shall pass to Motion Applied upon their safe delivery to, and completion of off-loading at Motion Applieds premises unless payment for the Goods is made prior to delivery when title shall pass to Motion Applied once payment has been made and the Goods have been appropriated to the Contract. The passing of risk and title in the Goods shall be without prejudice to any right of rejection which may accrue to Motion Applied (whether under these Conditions or otherwise howsoever).
2. The Goods shall remain at the Supplier’s risk (including without limitation, the risk of deterioration in transit) until safe delivery to and completion of off-loading at Motion Applied’s premises. The Supplier shall keep Goods insured until risk passes to Motion Applied and shall retain the insurance and any proceeds thereof with all its rights against any carrier of Goods, on trust for Motion Applied until the Supplier had fulfilled all its obligations under the Contract to Motion Applied’s satisfaction.
Packaging and Damage or Loss in Transit
1. The Goods shall be packaged in a manner consistent with good trade practice and in compliance with all UK and international agreements relating to the packaging and carriage of goods including those relating to hazardous goods.
2. The Supplier will repair or replace, free of charge, any Goods damaged or lost in transit provided that Motion Applied gives the Supplier written notification of such damage or shortages within a reasonable time.
3. Motion Applied shall not be obliged to return to the Supplier any packaging or packing materials for the Goods whether or not any Goods are accepted by Motion Applied.
Delivery
1. Time is of the essence of the Contract.
2. The Supplier shall deliver the Goods or provide the Services at any location specified by Motion Applied.
3. If for any reason (including circumstances beyond the control of the Supplier) the Goods and/or the Services or any portion thereof are not supplied or completed on the Delivery Date (or any other date agreed in writing between Motion Applied and the Supplier) Motion Applied shall be entitled to terminate the Contract in respect of the Goods and/or Services not supplied or uncompleted as by the Delivery Date (or amended date agreed by the parties. Motion Applied shall also be entitled to terminate the Contract in respect of any Goods and/or Services already supplied under the Contract which cannot be effectively and commercially used by reason of the failure so to supply or complete in accordance with the Contract and, on such termination, Motion Applied shall be entitled to return to the Supplier at the Supplier’s risk and expense any of the Goods already delivered but which cannot be effectively and commercially used as aforesaid and to recover from the Supplier any monies paid by Motion Applied in respect of Services partly performed;
4. Following termination of the Contract by Motion Applied for late delivery pursuant to clause 11.3, Motion Applied shall be entitled to recover from the Supplier any additional expenditure reasonably incurred by Motion Applied in obtaining other Goods and/or Services in replacement, together with any losses, damages (including payments in respect of economic or consequential loss or a loss of profit) costs or expenses incurred by Motion Applied arising from the late supply of the Goods and/or Services.
5. The Supplier shall be responsible for obtaining and maintaining at its own expense any necessary import or export licence, customs clearance, exchange control, consents or other authorisations and permits whatsoever which are required for the delivery of the Goods and/or Services.
6. The Supplier shall at once give notice to Motion Applied of any likely delay in delivery of which it becomes aware and shall provide Motion Applied with prompt and reasonable notice of the next possible delivery date.
7. In the case of a Contract for Goods and/or Services by instalments over a period, deliveries, provisions and the corresponding payment obligations may be suspended on the giving of reasonable notice by Motion Applied for any period during which Motion Applied, for whatever reason, is unable to use the Goods and/or Services for the purpose for which they are required. Deliveries or provision of Goods and/or Services and the corresponding payment obligations still suspended shall be resumed otherwise in accordance with the Contract on Motion Applied giving reasonable notice to this effect.
8. All shipments of Goods will be accompanied by a dispatch note bearing the number of Motion Applied’s Order, part numbers, quantities delivered and a statement as to whether the delivery is partial or complete. If the delivery is partial the dispatch note will list the remaining items and their expected delivery date.
Rejection
1. Motion Applied may by notice to the Supplier reject the Goods and/or Services or any part thereof if the Supplier fails to comply with its obligations under the Contract. Failure to inspect the Goods by Motion Applied shall not affect Motion Applied’s rights to reject any Goods and/or Services which are subject to defects, including hidden defects or any claim for breach of contract. When giving notice of rejection Motion Applied shall specify the reasons thereof and shall thereafter return any rejected Goods to the Supplier at the Supplier’s own risk and cost. The Supplier will also reimburse Motion Applied for the cost of any storage or other expenses incurred by Motion Applied.
2. Following rejection in accordance with this clause 12, the Supplier shall be responsible for:
  1. replacing the rejected Goods and/or Services within a reasonable time (not exceeding thirty (30) days) having first submitted such replacement Goods and/or Services to the inspection and testing procedures set out in clause 7 above;
  2. repayment to Motion Applied of all monies paid and compensation for all losses or any expenses whatsoever incurred by Motion Applied arising from any delays following the rejection and in the period to Motion Applieds obtaining satisfactory replacements;
  3. repayment to Motion Applied of all monies paid to the Supplier in respect of any rejected Goods and/or Services not replaced or re-performed (as the case may be) within a reasonable time by the Supplier;
  4. repayment to Motion Applied of any additional expenditure over and above the price specified in the Contract which is reasonably incurred by Motion Applied in obtaining other Goods and/or Services in place of the rejected Goods and/or Services and compensation for all losses and expenses whatsoever incurred by Motion Applied arising from the delay in obtaining replacements.
3. Any rejection by Motion Applied or any acceptance of credit reimbursement or replacement by Motion Applied shall be without prejudice to Motion Applied’s other rights (if any) in respect of the defect or other failure to comply with the requirements of the Contract.
4. The Supplier shall at its own cost destroy any Goods that are rejected by Motion Applied or that are scrapped by the Supplier’s own quality control procedures and the Supplier shall not distribute any such items to any third party whatsoever.
Continuing Guarantee
1. In the event that any of the Goods and/or Services supplied under the Contract are defective, deficient or otherwise fail to comply with the terms of the Contract and such defect, deficiency or failure is notified to the Supplier within sixty (60) months (or such other period as may be agreed in writing between the parties) of the date when the Goods were put into service by Motion Applied or its customer or the Services were completed, then the Supplier shall (at the option of Motion Applied) either repair or replace the relevant Goods or re-perform the relevant Services, in each case without charge.
2. The warranty set out in clause 13.1 shall also extend to any replacement Goods and/or Services for a period ending sixty (60) months after the date of such replacement or re-performance.
Care and Return of Patterns, Dies etc.
1. All drawings, plans, specifications, photographs, molds, dies, materials, patterns, designs or other items supplied by Motion Applied or prepared or obtained by the Supplier for and at the cost of Motion Applied, and any intellectual property rights therein, shall be and remain the property of Motion Applied. The Supplier shall maintain all such items in good order and condition, in secure and confidential conditions and fully and effectually insured for their full replacement value whilst in its custody and shall return them to Motion Applied in good order and condition on completion of the Contract or as otherwise directed by Motion Applied. The Supplier shall insure and indemnify Motion Applied against any loss or damage to such items while they are in the Supplier’s custody and to procure that Motion Applied’s interest is noted on any such policy covering such items.
2. In the event that the Supplier fails so to return any of the aforesaid items, Motion Applied may, without prejudice to any other right, withhold all payments due to the Supplier until they are so returned.
3. The Supplier shall not use or permit to be used any property of Motion Applied or any property acquired by Motion Applied and the Supplier on a shared costs basis for or in connection with any purpose other than the supply of the Goods to Motion Applied unless such use is expressly authorised by Motion Applied in writing.
4. The Supplier shall not change the specification or otherwise modify any tooling or other of the aforesaid items without the prior written consent of Motion Applied.
5. The Supplier shall clearly mark all tooling and other of the aforesaid items as the property of Motion Applied and with any other identification or part numbers as requested by Motion Applied.
6. The Supplier shall not destroy, damage or assign any tooling or other of the aforesaid items to any third party without the prior written agreement of Motion Applied.
Intellectual Property Rights
1. The Supplier will indemnify Motion Applied, Motion Applied’s associated companies, their employees and agents against any claim or infringement of any patent, registered design, unregistered design right, trade mark, copyright, right of confidence or any other intellectual property right, whether foreign or domestic, by the use or resale of any Goods and/or Services or article or material or any part thereof supplied by the Supplier to Motion Applied and against all costs and damages (including legal costs) which Motion Applied may incur in any action for such infringement or for which Motion Applied may become liable in any such action.
2. Motion Applied shall be entitled to reject the Goods and/or the Services or any part thereof in the event that the use or sale infringes any patent, copyright, registered design, trade mark, trade name or any other third party right.
3. The Contract is for the outright purchase of the Goods and/or Services by Motion Applied from the Supplier, where such Goods and/or Services are designed, made or performed specifically for Motion Applied, all intellectual property rights therein (including, without limitation, all rights in equipment, designs, patterns, moulds, tooling, drawings, photographs and the like prepared or constructed by the Supplier and paid for by Motion Applied) shall pass to Motion Applied upon acceptance of the Goods and/or Services or upon termination of the Contract, including the right on the part of Motion Applied to protect the same patent, design right, trademark, copyright or other form of intellectual property.
4. The Supplier hereby grants Motion Applied a royalty-free non-exclusive world-wide licence to use all patents, registered design, unregistered design rights, trademarks, copyright, right of confidence or any other intellectual property rights whether foreign or domestic in the Goods and/or Services as well as the right to grant any such sub-licence to any third party.
5. The Supplier shall inform Motion Applied as soon as it is aware of any potential claim, action, issue, proceedings or demand made in respect of any patent or other right as mentioned in this clause 15 that relates to the Goods and/or Services and shall provide Motion Applied with all assistance reasonably requested in resisting any such claim or other action.
Assignment and Sub-contracting
1. The Supplier shall not, without the prior consent in writing of Motion Applied (which may be withheld in its absolute discretion), assign, sub-contract or transfer any of its rights or obligations under the Contract to any other person. In the event that Motion Applied gives such consent, the Supplier shall nevertheless remain fully responsible for the acts and defaults of such assignee or sub-contractor and shall supply Motion Applied on its request with a copy of the relevant assignment or sub-contract.
Confidentiality / Publicity
1. Any information supplied by Motion Applied to the Supplier in connection with the Goods and/or Services hereunder or Motion Applied’s business or the business of any Motion Applied Associated Company shall be treated as confidential information and shall not be disclosed to any third party or used by the Supplier except in accordance with the terms of the Contract or with Motion Applied’s express written agreement.
2. The Supplier will not and will procure that no person that directly or indirectly supplies the Supplier will, without first obtaining the written consent of Motion Applied (which may be withheld in its absolute discretion), in any way whatsoever advertise or publish the fact that the Supplier has contracted to supply to Motion Applied the Goods and/or Services or otherwise publish any material using Motion Applied or any Associated Company’s name, or the name and/or image of any car, driver, premises or employee of Motion Applied or any Associated Company.
3. The Supplier expressly acknowledges that breach of this clause 17 may result in injury or loss to Motion Applied which may be difficult to assess and the Supplier accordingly consents (to the extent permitted by law) to the entry of injunctive or other equitable relief against it to restrain such breach.
4. The Supplier shall not use the trade name, logo, names, livery or other indicia belonging to Motion Applied or any Associated Company or the image or likeness of any of Motion Applied or any Associated Company’s products, drivers or personnel in any form whatsoever without Motion Applied’s prior written agreement.
5. The Supplier shall keep all confidential information secure and protected against theft, damage, loss or unauthorised access and shall return all such information to Motion Applied at Motion Applied's request.
Gifts
1. The Supplier shall not make or offer gifts or gratuities of any type to Motion Applied’s employees or members of their families.
Indemnities
1. The Supplier shall indemnify and keep Motion Applied fully and effectually indemnified against:
  1. All actions costs, claims, losses, damages, expenses and liabilities of whatever kind against, or incurred by Motion Applied or its property or to or by or at the instance of any third parties or their property (save only to the extent that such actions, costs, claims, losses, damages, expenses and liabilities shall be caused by the negligent act or omission of Motion Applied) arising directly or indirectly by reason of:
    1. any breach or failure in due or proper implementation by the Supplier of the provisions of the Contract; and
    2. (without prejudice to the generality of the foregoing) the act, default or omission of the Supplier, its servants, sub-contractors or agents or by faulty design, workmanship or materials;
  2. all costs and expenses incurred by Motion Applied in doing anything or carrying out any works or operations in order to minimise or avoid any such actions, costs, claims, losses, damages, expenses and liabilities as aforesaid which may from time to time occur or which Motion Applied may from time to time anticipate to be likely to occur including any product recall.
  3. the Supplier shall provide to Motion Applied and its insurers such assistance in connection with any such actions or claims as Motion Applied shall require.
Spare Parts
1. The Supplier shall supply Motion Applied for a period of fifteen (15) years from the final delivery of the Goods such spare parts as Motion Applied may from time to time require and such supply shall be at the price as set out under the terms of the Contract unless otherwise agreed between the parties in writing.
Insurance
1. Without prejudice to the Supplier’s liability to indemnify Motion Applied under clause 19, the Supplier shall:
  1. in the joint names of the Supplier and Motion Applied, insure and keep effectually insured until the date on which the Services have been fully performed by the Supplier, all equipment and unfixed materials (if any) as may for the time being be upon Motion Applied’s premises against loss, damage or destruction by all risks capable of being covered for the full replacement value thereof. All monies received under such insurance shall be applied in or towards the replacement and repair of such equipment and unfixed materials lost, damaged or destroyed as a result of such insured risks or any of them. The Supplier shall ensure that all insurance effected in compliance with this clause 21 shall not be subject to an excess or deductible amount exceeding five thousand pounds sterling and the Supplier shall be responsible for the payment of any such excess or deductible amount to Motion Applied.
  2. maintain in the joint names of the Supplier and Motion Applied such insurances as are necessary to cover the liability of the Supplier and his employees, sub-contractors or agents in respect of personal injury or death arising out of or in the course of or caused by the provision of the Goods and/or Services by the Supplier not due to any act or omission of Motion Applied or of any person for whom Motion Applied is responsible and in respect of injury or damage to property, real or personal, or financial loss (including business interruption) arising out of or in the course of or by means of the provision of the Goods and/or Services by the Supplier and caused by any negligence, omission or default on the part of the Supplier or its employees, sub-contractors or agents. Such insurance shall not be subject to an excess or deductible amount exceeding five thousand pounds sterling and the Supplier shall be responsible for the payment of any such excess or deductible amount to Motion Applied.
  3. maintain such insurances as are necessary to cover the liability of the Supplier in respect of personal injury to or the death of any person under a contract or service or apprenticeship with the Supplier arising out of or in the course of or caused by the provision of the Goods and/or Services by the Supplier not due to any act or neglect of Motion Applied or any person for whom Motion Applied is responsible.
2. As and when it is reasonably required so to do by Motion Applied, the Supplier shall produce to Motion Applied the policies of insurance required by clause 21.1 and documentary evidence that the premiums payable thereunder have been paid when due and that such polices are still in force.
3. All insurance maintained by the Supplier pursuant to this clause 21 shall be, and shall state that it is primary with respect to any insurance maintained by Motion Applied.
4. Without prejudice to clause 21.1 the Supplier shall provide Motion Applied with at least thirty (30) days written notice of any relevant policy cancellation or non-renewal.
Supply of Services Plant and Equipment
1. Unless otherwise expressly stated in the Contract the Supplier shall provide all plant and equipment necessary to enable it to supply the Goods and/or perform the Services.
2. The Supplier will be solely responsible for the safe and secure storage of its plant equipment and materials on the site and Motion Applied shall have no liability for any damage to or loss of such plant, equipment or materials.
3. Where any Contract involves works being carried on Motion Applied’s premises or sites, the Supplier and its employees, sub-contractors and agents working on or about Motion Applied’s premises or sites are obliged to observe all relevant statutory rules and regulations. All personnel working within Motion Applied’s premises or sites must report to Motion Applied’s designated representative before commencing such work.
Termination
1. Motion Applied shall be entitled to cancel the Contract in respect of all or part only of the Goods and/or the Services by giving notice to the Supplier at any time prior to delivery or performance, in which event Motion Applied’s sole liability shall be to pay to the Supplier the price for the Goods and/or Services delivered or performed in accordance with the Contract prior to the date of termination, less the Suppliers net saving of cost arising from cancellation.
2. Motion Applied shall be entitled to terminate the Contract without liability to the Supplier by giving notice to the Supplier at any time if:
  1. the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction);
  2. the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;
  3. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Supplier (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;
  4. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Supplier (being a company);
  5. the holder of a qualifying floating charge over the assets of the Supplier (being a company) has become entitled to appoint or has appointed an administrative receiver;
  6. a person becomes entitled to appoint a receiver over all or any of the assets of the Supplier or a receiver is appointed over all or any of the assets of the Supplier;
  7. any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 23.2.1 to clause 23.2.6 (inclusive); or
  8. the Supplier ceases, or threatens to cease, to carry on business;
  9. Motion Applied reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly;
  10. the Supplier commits a material breach of the Contract which is not remediable or, if remediable, is not remedied within seven (7) days of the Supplier’s receipt of Motion Applieds notice so to do.
Human Rights and Anti-Bribery
1. The Supplier confirms that it has reviewed the Code of Conduct in connection with the Supplier’s performance under the Contract. The Supplier acknowledges that Motion Applied is committed to (i) supporting and respecting the protection of human rights; and (ii) ensuring that it is neither causing nor contributing to any adverse impact on human rights, or human trafficking.
2. The Supplier shall apply and shall encourage, and where appropriate, require its first-tier suppliers to adopt their own code of conduct or apply the Code of Conduct principles.
3. The Supplier shall and shall procure that its first-tier suppliers and, and relevant other suppliers in its supply chain use all reasonable efforts to comply with the Human Rights Commitments. Where Human Rights Commitments means a commitment in relation to the Contract:
  1. not to hold another person in slavery or servitude, employ, engage or otherwise use forced or compulsory labour, nor engage in or condone the use of corporal punishment or mentally, physically, sexually or verbally abuse or inhumane treatment of workers; and
  2. to comply with all applicable laws, the breach of which could result in an adverse impact on human rights.
4. The Supplier represents and warrants to Motion Applied that neither the Supplier nor any of its officers or employees or other persons associated with it:
  1. has been convicted of any offence involving slavery, servitude, forced or compulsory labour or human trafficking; and
  2. has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental. administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery, forced or compulsory labour or human trafficking.
5. The Supplier shall:
  1. comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
  2. comply with the Code of Conduct in relation to anti-bribery; and
  3. promptly report to Motion Applied any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Contract.
6. Breach of this Clause 24 by the Supplier shall be deemed a material breach of the Contract.
7. Supplier agrees:
  1. that to its knowledge, no tantalum, tin, tungsten and/or gold originating from the Democratic Republic of the Congo or an adjoining country (“Conflict Minerals”) is contained in any product or goods subject to any order in relation to these terms, unless the Conflict Minerals were processed by a facility listed as compliant pursuant to the CFSI Conflict-Free Smelter Program;
  2. to uphold this position and to communicate to any sub-suppliers their accountability for responsible sourcing and legal compliance of the modern slavery and Conflict Mineral requirements referred to herein;
  3. that upon request, the Supplier shall provide country of origin information for the minerals supplied and in the event that Motion Applied does not agree that the Supplier has complied with the above, Motion Applied has the right to terminate the Contract.
Data Protection
1. To the extent that the Supplier’s performance of its obligations and/or exercise of its rights under this Contract involve the processing of any Personal Data (as defined in the GDPR) in respect of which Motion Applied (or any of its Associated Companies) is the Data Controller (as defined in the GDPR), both parties agree to comply with all applicable requirements of the GDPR and the terms set out in this Clause 25.1. For the avoidance of doubt, this Clause 25 is in addition to, and does not relieve, remove or replace, a party’s obligations under the GDPR.
2. Without prejudice to the generality of Clause 25.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:
  1. process that Personal Data only for the purposes necessary for the performance of the Services and always in accordance with the prior written instructions of Motion Applied;
  2. ensure that it has in place all appropriate technical and organisational measures, reviewed and approved in advance by Motion Applied, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;
  3. ensure that all Supplier’s personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
  4. provide to Motion Applied a copy of all Personal Data held by it in the format and on the media reasonably requested by Motion Applied;
  5. not transfer any Personal Data outside of the European Economic Area, unless the prior written consent of Motion Applied has been obtained;
  6. assist Motion Applied promptly, at Motion Applied’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the GDPR;
  7. notify Motion Applied immediately, but in any event no later than twenty-four (24) hours from the date of becoming aware of a Personal Data breach;
  8. at the written direction of Motion Applied, delete or return Personal Data and copies thereof to Motion Applied on termination of the provision of the Goods and/or Services; and
  9. maintain complete and accurate records and information to demonstrate its compliance with this Clause 25.2, and where reasonably required by Motion Applied all for audits by Motion Applied or Motion Applied’s designated auditors.
Miscellaneous Provisions
1. Motion Applied Limited or any subsidiary or associated company may enforce the terms of the Contract subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999. Except as provided in this clause 26.1, a person who is not a party to the Contract has no rights under the Contracts (Rights to Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
2. Neither Motion Applied nor the Supplier shall be bound by any variation or waiver of, or addition to, these Conditions or Contract unless the authorised representatives of Motion Applied and the Supplier have agreed such variation, waiver or addition in writing;
3. All the Goods and Services shall be supplied subject to these Conditions which shall override any other terms or conditions submitted by the Supplier. The Contract constitutes the entire agreement and understanding between Motion Applied and the Supplier in respect of the Goods and/or Services to the exclusion of all other terms and conditions and supersedes all prior representations, understandings, arrangements and agreements between them relating to such subject matter (whether oral or in writing).
4. If any provision (or part thereof) of these Conditions shall be found to be invalid, ineffective, or unenforceable, the invalidity, ineffectiveness or unenforceability of such provision (or part thereof) shall not affect any provision (or the remainder of the provision of which such invalid, ineffective, or unenforceable part forms part).
5. Motion Applied’s remedies as defined in these Conditions shall be without prejudice to any other rights, either at common law or under statute, which Motion Applied may have against the Supplier. No relaxation, forbearance or delay by Motion Applied in enforcing any of the terms and conditions herein shall prejudice, affect or restrict the rights of Motion Applied hereunder, nor shall any waiver by Motion Applied of any breach operate as a waiver of any subsequent or continuing breach thereof.
6. The headings in these Conditions are for convenience only and shall not affect the interpretation thereof.
7. The Contract and all non-contractual obligations arising from or connected with the Contract shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts.

June 2022

Conditions of purchase of goods and/or services

Definitions

Contract

Title

Price

Payment

Quality and Description

Inspection and Testing

Quality Management

Passing of Risk and Title

Packaging and Damage or Loss in Transit

Delivery

Rejection

Continuing Guarantee

Care and Return of Patterns, Dies etc.

Intellectual Property Rights

Assignment and Sub-contracting

Confidentiality / Publicity

Gifts

Indemnities

Spare Parts

Insurance

Supply of Services Plant and Equipment

Termination

Human Rights and Anti-Bribery

Data Protection

Miscellaneous Provisions