Jones Lang LaSalle Purchase Order Terms and ConditionsIf you have any questions, please get in touch with the PO originator.
1.1 We are Jones Lang LaSalle Limited
1.2 We have signed a purchase order (the Order) as agent for our client as specified in the Order (our client) for the supply of goods, works and/or services (the Supply) which:
1.2.1 incorporates these terms and conditions;
1.2.2 has attached to it (if appropriate) a more detailed specification including plans, designs or similar requirements;
1.2.3 states the price;
1.2.4 provides an address for delivery, or of the site where the works or services are to be performed;
1.2.5 states the date for delivery/performance of the Supply; and
1.2.6 states where the invoice is to be sent.
1.3 In respect of the Order:
1.3.1 our client is liable to you for payment and other obligations;
1.3.2 our liability is as agent only; and
1.3.3 you are liable to both us and our client.
1.4 We may both rely on each other's autograph signatures or (where the order is placed electronically) certificated electronic signatures.
2.1 You must provide the Supply in accordance with these terms and conditions.
2.2 The Order and these terms and conditions constitute the entire agreement for this purchase, to the exclusion of any other terms or conditions.
2.3 You must not assign this agreement. You yourselves must make the Supply, although with our consent you may subcontract part (but not the whole) of your obligations. If you do, you remain liable for the performance of your subcontractor and must promptly send to us a copy of the subcontract. No benefits are to be conferred on any third party by this agreement apart from our client (if applicable).
3.1 In providing the Supply, you shall:
3.1.1 co-operate with us/our client in all matters relating to the Order and comply with all our/our client's instructions;
3.1.2 ensure the Supply is made in accordance with our vendor code of conduct
3.1.3 if dates or a programme of works are specified in the Order, make the Supply in accordance with those dates or programme; 3.1.4 ensure the Supply is provided with the best care, skill and diligence in accordance with best practice in your industry, profession, or trade;
3.1.5 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that your obligations are fulfilled in accordance with this agreement;
3.1.6 keep on site a competent person to supervise the works and who is authorised to implement our instructions;
3.1.7 obtain at all times and maintain all necessary licenses and consents, and comply with all applicable laws and regulations;
3.1.8 observe all health and safety rules, regulations, statutes and any other security requirements that apply to your business and that apply at our/our client's premises; and
3.1.9 take all appropriate precautions to protect the site and all property on site against risks of loss or damage by fire, explosion, storm, flooding, theft and all other normally insurable risks.
3.2 You warrant that what you Supply will be:
3.2.1 what is specified in the Order;
3.2.2 fit for any purpose referred to in the Order or specifically made known to you in writing; and
3.2.3 in compliance with applicable British Standards or their equivalent.
4.1 If within a reasonable time after the Supply (whether or not any goods have by then become our property) we become aware of any breach of clause 3 we may, at our discretion:
4.1.1 accept the Supply but require an appropriate reduction in price;
4.1.2 accept the Supply but require you to carry out remedial work at your own cost;
4.1.3 reject the Supply and require you to re-supply (if goods) or re-perform (if works or services) at your own cost;
4.1.4 reject the Supply and recover from you any costs incurred in obtaining substitute good, works and/or services from a third party; or
4.1.5 reject the Supply, repudiate the agreement and claim from you all loss suffered as a result.
4.2 These provisions are in addition to any other rights we or our client may have, including those under the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982.
4.3 If dates or a programme of works is specified in the Order and you do not make the Supply in accordance with those dates, we may treat that failure as a fundamental breach of the agreement. In that event we have no further obligations to you but you must make good all loss we suffer as a result.
5.1 We will provide you with reasonable access at reasonable times for the purposes of providing the Supply.5.2 You must:
5.2.1 check the suitability of the site and all dimensions;
5.2.2 only bring materials and equipment on site required for the Supply (they are at your own risk and you must provide suitable storage for them);
5.2.3 notify us immediately any loss or damage occurs; and 5.2.4 keep the site clean and in good order at all times and clear it on completion of the works.
5.3 If in our view anyone for whom you or a subcontractor is responsible is negligent, incompetent or guilty of misconduct we may require his or her immediate removal from site.
6.1 The price as set out in the Order is fixed (apart from any VAT or other tax) and, unless otherwise agreed by us, inclusive of all your costs and expenses directly or indirectly incurred in performance of the Supply.
6.2 You shall issue your invoice on completion of the Supply.
6.3 Subject to clauses 6.4, 6.5 and 6.6, we shall pay your invoice within 30 days from the end of the month in which it is submitted.
6.4 Payment may be delayed if the invoice is not correctly addressed.
6.5 In cases when an order number has been issued at the time of placing the instruction, payment will be withheld if your invoice does not state our order number.
6.6 Payment may be withheld if we or our client have a claim against you.
6.7 We or our client (as the case may be) may at any time, without limiting any other rights or remedies, set off any payments due to you under this agreement against any payments due from you, whether or not either liability arises under this agreement or not.
6.8 You shall notify us in writing if your bank details change and assist with our internal processes to effect any such change.
7.1 Goods remain at your risk until they have been unloaded (and installed, if appropriate), undamaged, at the delivery address.
7.2 Goods become our/our client's property when they have been unconditionally allocated to fulfil the Order, or (if earlier) we/our client have paid any part of the price for them.
7.3 If goods that belong to us/our client are in your possession you must clearly label them as our property and keep them separate from goods belonging to you or others.
8.1 You agree to give to us, and anyone authorised by us, access on reasonable notice (and ensure that similar access is available from your subcontractors) to any premises where goods are being manufactured or stored for us to enable us to inspect them, check progress or for any other reasonable purpose under this agreement.
9.1 Goods are to be packaged in a manner that ensures delivery in an undamaged condition.
9.2 You must comply with any specified packaging requirements.
9.3 Goods must be labelled in English and the label must include:
9.3.1 our order number;
9.3.2 a description of the content;
9.3.3 net and gross weights; and
9.4 All relevant regulations must be complied with, including in relation to the transport of hazardous goods.
9.5 Unless you make specific arrangements for the return of packaging at your own cost we may destroy it.
10.1 Any material and data we/our client provide to you (the Materials) is our exclusive property.
10.2 The Materials must only be used for the purposes of this agreement and, where not incorporated into the Supply, be returned to us promptly and in good condition after the Supply is made.
10.3 Any loss incurred in respect of the Materials must be made good.
10.4 You assign to us/our client all intellectual property rights (including patents, rights to inventions, copyright and related rights, trade marks, goodwill, rights in designs, rights to use and all other intellectual property rights) with full title guarantee and free from all third party rights in the products of the Supply.
11.1 The following are confidential and must not be disclosed by you, your employees, agents or subcontractors: 11.1.1 the fact that we have issued an Order to you;
11.1.2 the terms of the Order; or
11.1.3 all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to you.
11.2 You shall only disclose such confidential information to those of your employees, agents, consultants and subcontractors (together Representatives) who need to know such information for the purposes of discharging your obligations under the Order provided that you take all reasonable steps to ensure that such Representatives comply with the obligations set out in this clause as though they were a party.
11.3 You may also disclose such of the confidential information as is required to be disclosed by law, court order or any governmental or regulatory authority.
12.1 You shall keep us and our client indemnified against all liabilities, costs, expenses, damages and losses suffered or incurred by us as a result of or in connection with:
12.1.1 any breach by you of your obligations under this agreement;
12.1.2 any income tax or any other liability, deduction, contribution, assessment or claim arising from or made in connection with the Supply;
12.1.3 any claim brought against us or our client for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with the Supply, to the extent that the claim is attributable to your acts or omissions; and
12.1.4 any claim brought against us or our client arising out of or in connection with the Supply, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by you, your employees, agents or subcontractors.
12.2 For the duration of this agreement and for a period of five years thereafter, you shall maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with this agreement and shall, on our request, produce evidence of that cover.
13.1 We/our client may cancel the Order at any time before the Supply is made. If we do, you are entitled to recover your reasonable costs properly incurred before the cancellation which cannot be recouped elsewhere, but nothing more.
13.2 We/our client may issue written instructions varying the Supply and you agree to make the Supply in accordance with those variations. If such variation requires the price to be varied and such variation in price is not agreed, it is to be determined by arbitration.
13.3 You must not vary your Supply to us/our client without our written and signed approval.
14.1 Without limiting our other rights or remedies, we may terminate this agreement immediately on written notice if:
14.1.1 you are in breach of an obligation under this agreement and (if such breach is remediable) you fail to remedy that breach within ten days of receipt of notice in writing to do so;
14.1.2 you are in breach of an obligation and we have given you notice of breach of the same obligation at least once before; or
14.1.3 we reasonably believe that you will not be able to pay your debts as they fall due or that you will be unable to fulfil your obligations under this agreement.
14.2 On termination we have no further liabilities under the agreement and you must immediately vacate any site where you are working.
14.3 We may terminate this agreement for convenience, at any time, on no less than 30 days' notice in writing to you.
14.4 Provisions relating to warranties, limitation of liability, intellectual property, confidentiality and obligations on termination survive termination or expiration of the agreement.
15.1 These terms and conditions shall prevail over any terms issued by you.
15.2 Subject always to clause 15.1, nothing in these terms and conditions shall supersede the terms of any other agreement entered into between us/our client and you.
15.3 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted. Any deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the agreement;
15.4 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
15.5 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties.
15.6 The parties shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including, but not limited to, the Bribery Act 2010.
15.7 Subject to clause 15.5, this agreement, and any dispute or claim arising in connection with it (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
15.8 Where the Supply is made in Scotland, this agreement, and any dispute or claim arising in connection with it (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of Scotland and each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any such dispute or claim.
Jones Lang LaSalle Limited