GENERAL PURCHASING TERMS AND CONDITIONS
These General Purchasing Terms and Conditions apply to all purchase orders issued by Teagle Machinery Ltd unless expressly agreed otherwise in writing by an authorised representative of Teagle Machinery Ltd.
1. Definitions and Interpretation
1.1 In these Conditions, the following definitions apply:
Applicable Laws means all laws, statutes, regulations, orders, codes, standards, and guidance applicable to the Contract, the Goods, the Services, the Supplier, or Teagle Machinery Ltd.
Business Day means a day other than a Saturday, Sunday, or public holiday in England.
Conditions means these General Purchasing Terms and Conditions.
Contract means the contract between Teagle Machinery Ltd and the Supplier consisting of the Purchase Order, these Conditions, and any documents expressly incorporated into the Purchase Order.
Deliverables means all documents, drawings, designs, specifications, reports, software, data, items, materials, and other outputs to be supplied by the Supplier as part of the Services.
Delivery Date means the date specified in the Purchase Order for delivery of the Goods or performance of the Services.
Delivery Location means the address specified in the Purchase Order or otherwise notified by Teagle Machinery Ltd.
Goods means the goods, components, materials, parts, products, equipment, tooling, consumables, or other items to be supplied by the Supplier under the Contract.
Intellectual Property Rights means patents, rights to inventions, copyright, design rights, trade marks, database rights, know-how, confidential information, and all similar rights whether registered or unregistered.
Price means the price payable for the Goods and/or Services as stated in the Purchase Order.
Purchase Order means Teagle Machinery Ltd’s written purchase order issued to the Supplier.
Services means the services to be performed by the Supplier under the Contract, including any subcontract work, manufacturing, fabrication, finishing, design, inspection, testing, maintenance, repair, consultancy, or logistics services.
Specification means any specification, drawing, standard, sample, technical requirement, quality requirement, delivery instruction, or other requirement issued or approved by Teagle Machinery Ltd.
Supplier means the person, firm, company, or organisation supplying the Goods and/or Services to Teagle Machinery Ltd.
Teagle means Teagle Machinery Ltd.
1.2 References to writing include email.
1.3 Headings are for convenience only and do not affect interpretation.
1.4 References to the singular include the plural and vice versa.
2. Basis of Contract
2.1 The Purchase Order constitutes an offer by Teagle to purchase the Goods and/or Services from the Supplier on these Conditions.
2.2 The Contract is formed when the Supplier accepts the Purchase Order, starts work, delivers Goods, performs Services, or otherwise acts in a way consistent with acceptance.
2.3 These Conditions apply to the Contract to the exclusion of all other terms, including any terms the Supplier seeks to impose through quotations, order acknowledgements, invoices, delivery notes, websites, portals, or other documents.
2.4 No variation to the Contract is valid unless agreed in writing by an authorised representative of Teagle.
2.5 If there is any conflict between the documents forming the Contract, the following order of precedence applies:
a. any written agreement signed by authorised representatives of both parties;
b. the Purchase Order;
c. any Teagle Specification;
d. these Conditions;
e. any other document expressly incorporated by Teagle.
2.6 Teagle is not obliged to accept or pay for any Goods or Services not covered by a valid Purchase Order.
3. Supplier Obligations
3.1 The Supplier shall:
a. supply the Goods and/or Services in accordance with the Contract;
b. comply with all Specifications, drawings, quality standards, delivery requirements, and instructions issued by Teagle;
c. use suitably skilled, trained, and experienced personnel;
d. use materials, workmanship, equipment, and processes of appropriate quality;
e. comply with all Applicable Laws;
f. obtain and maintain all licences, permissions, approvals, and consents required to perform the Contract;
g. co-operate with Teagle and provide information reasonably requested by Teagle;
h. notify Teagle immediately of any matter that may affect quality, delivery, safety, compliance, or cost; and
i. not do anything that may damage Teagle’s reputation, business, customers, products, or supply chain.
4. Goods
4.1 The Supplier warrants and undertakes that the Goods shall:
a. conform in all respects with the Purchase Order and Specification;
b. be of satisfactory quality;
c. be fit for their ordinary purpose and any particular purpose made known to the Supplier;
d. be free from defects in design, materials, and workmanship;
e. correspond with any approved sample, drawing, or description;
f. comply with all Applicable Laws and relevant UK, EU, and international standards where applicable;
g. be new and unused unless Teagle agrees otherwise in writing;
h. be properly packed, marked, labelled, and documented;
i. be supplied with all required certificates, declarations, manuals, safety information, inspection records, and test results; and
j. be free from liens, charges, encumbrances, and third-party rights.
4.2 The Supplier shall ensure that any components, materials, or consumables supplied for use in Teagle products are suitable for manufacturing, assembly, resale, integration, and end-user operation.
4.3 Where Goods are supplied for agricultural machinery, mechanical equipment, rotating machinery, guarding, hydraulics, electrical systems, power transmission, or safety-related use, the Supplier shall ensure that they are appropriate for that use and comply with all relevant product safety, machinery, environmental, and technical requirements.
4.4 Teagle may reject any Goods that do not comply with the Contract, whether or not Teagle has accepted delivery or made payment.
5. Services
5.1 The Supplier shall perform the Services:
a. with reasonable skill, care, and diligence;
b. in accordance with best industry practice;
c. in accordance with the Purchase Order and Specification;
d. using suitably qualified and experienced personnel;
e. within the agreed timescales; and
f. without causing disruption to Teagle’s operations.
5.2 The Supplier shall ensure that all Deliverables are complete, accurate, fit for purpose, and comply with the Contract.
5.3 If the Services are performed at Teagle’s premises, the Supplier shall comply with all site rules, health and safety requirements, security procedures, environmental controls, and reasonable instructions issued by Teagle.
6. Delivery and Performance
6.1 Time is of the essence for delivery of Goods and performance of Services.
6.2 The Supplier shall deliver the Goods to the Delivery Location on the Delivery Date during Teagle’s normal receiving hours, unless otherwise agreed in writing.
6.3 The Supplier shall not deliver early, late, or in instalments without Teagle’s prior written consent.
6.4 Each delivery must be accompanied by a delivery note quoting:
a. the Purchase Order number;
b. Teagle part number, where applicable;
c. Supplier part number, where applicable;
d. quantity delivered;
e. description of Goods;
f. batch, serial, heat, cast, or lot numbers, where applicable;
g. certificates of conformity or test documentation, where required; and
h. any other information reasonably required by Teagle.
6.5 If the Supplier becomes aware of any actual or potential delay, it shall notify Teagle immediately, stating:
a. the reason for the delay;
b. the expected duration;
c. the impact on Teagle; and
d. the corrective action being taken.
6.6 Teagle may cancel all or part of the Contract if the Supplier fails to deliver or perform on time.
7. Packaging, Labelling and Documentation
7.1 The Supplier shall ensure that Goods are packed securely and appropriately to prevent damage, corrosion, contamination, deterioration, or loss during handling, transport, storage, and unloading.
7.2 Packaging shall comply with all Applicable Laws and Teagle’s packaging requirements.
7.3 The Supplier shall clearly label Goods and packaging with all relevant part numbers, descriptions, quantities, handling requirements, hazard information, and traceability references.
7.4 The Supplier shall provide all documents required by Teagle, including certificates of conformity, material certificates, inspection reports, risk assessments, method statements, safety data sheets, declarations of origin, export documents, and product compliance documentation.
8. Inspection, Testing and Rejection
8.1 Teagle may inspect, test, or audit the Goods, Services, processes, premises, records, and quality systems of the Supplier.
8.2 Any inspection, testing, approval, or payment by Teagle does not relieve the Supplier of its obligations under the Contract.
8.3 If Goods or Services do not comply with the Contract, Teagle may, without limiting any other remedy:
a. reject the Goods or Services;
b. require repair, replacement, re-performance, or correction at the Supplier’s cost;
c. require a refund of sums paid;
d. obtain substitute goods or services from another supplier and recover additional costs from the Supplier;
e. claim damages, losses, costs, and expenses;
f. suspend payment; and/or
g. terminate the Contract.
8.4 The Supplier shall collect rejected Goods at its own cost within the timeframe specified by Teagle. If the Supplier fails to do so, Teagle may return, store, dispose of, or scrap the Goods at the Supplier’s risk and expense.
9. Quality Assurance and Traceability
9.1 The Supplier shall maintain an effective quality management system appropriate to the Goods and/or Services supplied.
9.2 The Supplier shall operate adequate inspection, testing, process control, calibration, non-conformance, and corrective action procedures.
9.3 The Supplier shall maintain full traceability for Goods, materials, components, batches, processes, inspections, and sub-suppliers where relevant.
9.4 Records relating to the Contract shall be retained for at least six years, or longer if required by Applicable Laws, the Specification, or Teagle.
9.5 The Supplier shall notify Teagle immediately of any non-conformance, suspected defect, recall issue, safety concern, or change that may affect Goods or Services supplied to Teagle.
9.6 The Supplier shall not make any material change to design, materials, specification, process, manufacturing location, sub-supplier, tooling, or quality controls without Teagle’s prior written approval.
10. Price and Payment
10.1 The Price is fixed and inclusive of all costs unless the Purchase Order states otherwise.
10.2 Unless agreed otherwise in writing, the Price includes packaging, labelling, loading, carriage, delivery, insurance, duties, taxes other than VAT, documentation, certification, and all other costs.
10.3 The Supplier shall invoice Teagle after delivery of the Goods or completion of the Services, unless otherwise agreed.
10.4 Invoices must quote the correct Purchase Order number and provide sufficient detail for Teagle to verify the supply.
10.5 Teagle may reject any invoice that does not comply with this clause.
10.6 Subject to receipt of a valid and undisputed invoice, Teagle shall pay the Supplier in accordance with the payment terms stated on the Purchase Order or otherwise agreed in writing.
10.7 Teagle may set off any amount owed by the Supplier to Teagle against any amount payable by Teagle to the Supplier.
10.8 Payment does not constitute acceptance of the Goods or Services.
11. Title and Risk
11.1 Title to Goods shall pass to Teagle on the earlier of:
a. delivery to Teagle; or
b. payment by Teagle.
11.2 Risk in the Goods shall pass to Teagle only when the Goods have been delivered to the Delivery Location and accepted by Teagle.
11.3 The Supplier shall remain responsible for loss or damage to Goods until risk has passed to Teagle.
12. Tooling, Materials and Property
12.1 All tools, jigs, fixtures, patterns, dies, moulds, drawings, specifications, materials, free issue items, and other property supplied or paid for by Teagle remain Teagle’s property.
12.2 The Supplier shall:
a. keep Teagle property safe and in good condition;
b. use Teagle property only for the Contract;
c. not copy, modify, sell, dispose of, pledge, or charge Teagle property;
d. clearly identify Teagle property as belonging to Teagle;
e. insure Teagle property for its full replacement value; and
f. return Teagle property immediately on request.
12.3 The Supplier shall notify Teagle immediately of any loss, damage, deterioration, or misuse of Teagle property.
13. Intellectual Property
13.1 All Intellectual Property Rights in materials, drawings, designs, specifications, data, information, and documents supplied by Teagle remain the property of Teagle.
13.2 The Supplier shall not use Teagle’s Intellectual Property Rights except for performing the Contract.
13.3 Unless otherwise agreed in writing, all Intellectual Property Rights in Deliverables created specifically for Teagle shall vest in Teagle upon creation.
13.4 The Supplier assigns to Teagle, with full title guarantee, all Intellectual Property Rights in the Deliverables created specifically for Teagle.
13.5 The Supplier warrants that Teagle’s use, possession, sale, import, export, assembly, integration, maintenance, or resale of the Goods and Deliverables will not infringe any third-party rights.
13.6 The Supplier shall indemnify Teagle against all losses, claims, damages, costs, and expenses arising from any actual or alleged infringement of third-party Intellectual Property Rights.
14. Confidentiality
14.1 The Supplier shall keep confidential all information disclosed by or on behalf of Teagle, including drawings, designs, specifications, prices, processes, customer information, commercial information, technical information, and business plans.
14.2 The Supplier shall not disclose Teagle confidential information to any person except to those employees, officers, agents, advisers, or approved subcontractors who need to know it for the Contract and who are bound by equivalent confidentiality obligations.
14.3 The Supplier shall not use Teagle confidential information for any purpose other than performing the Contract.
14.4 This clause continues after termination or expiry of the Contract.
15. Compliance with Laws and Standards
15.1 The Supplier shall comply with all Applicable Laws relating to the Goods, Services, and performance of the Contract.
15.2 Without limitation, the Supplier shall comply with applicable laws and requirements relating to:
a. product safety;
b. machinery safety;
c. health and safety;
d. environmental protection;
e. waste and packaging;
f. chemicals and hazardous substances;
g. anti-bribery and anti-corruption;
h. modern slavery and human trafficking;
i. sanctions, export controls, and import controls;
j. data protection;
k. employment and labour standards; and
l. tax, customs, and duties.
15.3 The Supplier shall provide evidence of compliance on request.
15.4 The Supplier shall immediately notify Teagle if it becomes aware of any actual or suspected breach of this clause.
16. Health, Safety and Environment
16.1 The Supplier shall ensure that the Goods and Services are safe and without risk to health when properly used, handled, transported, stored, installed, maintained, and disposed of.
16.2 The Supplier shall provide all relevant health, safety, environmental, and technical information relating to the Goods and Services.
16.3 Where Services are performed at Teagle’s premises, the Supplier shall comply with Teagle’s health, safety, site, security, and environmental requirements.
16.4 The Supplier shall report immediately to Teagle any accident, near miss, dangerous occurrence, environmental incident, or unsafe condition connected with the Contract.
17. Product Recalls and Safety Issues
17.1 The Supplier shall notify Teagle immediately if it becomes aware of any defect, hazard, non-conformance, safety issue, recall, corrective action, or regulatory investigation relating to the Goods or Services.
17.2 The Supplier shall provide all assistance reasonably required by Teagle in connection with any investigation, recall, field action, customer notification, product modification, or corrective action.
17.3 The Supplier shall bear all costs arising from any recall, corrective action, claim, or safety issue caused by the Supplier’s breach of the Contract, negligence, defective Goods, defective Services, or failure to comply with Applicable Laws.
18. Insurance
18.1 The Supplier shall maintain, with reputable insurers, insurance appropriate to its obligations under the Contract.
18.2 Unless otherwise agreed in writing, the Supplier shall maintain:
a. public liability insurance;
b. product liability insurance;
c. employer’s liability insurance as required by law;
d. professional indemnity insurance where design, technical, advisory, or professional services are supplied; and
e. motor, goods in transit, and other relevant insurances where applicable.
18.3 The Supplier shall provide evidence of insurance on request.
18.4 The Supplier’s insurance does not limit its liability under the Contract.
19. Indemnity
19.1 The Supplier shall indemnify Teagle against all liabilities, losses, damages, costs, claims, expenses, proceedings, and demands arising out of or in connection with:
a. defective Goods;
b. defective Services;
c. breach of the Contract;
d. negligence or wilful misconduct by the Supplier;
e. breach of Applicable Laws;
f. injury, death, or property damage caused by the Supplier;
g. infringement of third-party Intellectual Property Rights;
h. product recall, field action, or corrective action caused by the Supplier; and
i. any claim made by a third party arising from the Supplier’s acts or omissions.
20. Liability
20.1 Nothing in the Contract limits or excludes liability for:
a. death or personal injury caused by negligence;
b. fraud or fraudulent misrepresentation;
c. breach of confidentiality;
d. infringement of Intellectual Property Rights;
e. breach of applicable anti-bribery, modern slavery, sanctions, or export control laws;
f. any indemnity given under the Contract; or
g. any liability that cannot lawfully be limited or excluded.
20.2 Subject to clause 20.1, the Supplier shall be liable for all losses, damages, costs, and expenses incurred by Teagle as a result of the Supplier’s breach of the Contract.
20.3 Any limitation of liability requested by the Supplier shall apply only if expressly agreed in writing by an authorised representative of Teagle.
21. Subcontracting and Assignment
21.1 The Supplier shall not subcontract, assign, transfer, charge, or otherwise deal with any of its rights or obligations under the Contract without Teagle’s prior written consent.
21.2 If Teagle consents to subcontracting, the Supplier remains fully responsible for the acts and omissions of its subcontractors.
21.3 Teagle may assign or transfer the Contract to any group company, purchaser of its business, or successor in title.
22. Audit and Records
22.1 The Supplier shall keep accurate records relating to the Contract, including quality records, inspection records, test records, delivery records, compliance records, and traceability records.
22.2 Teagle may audit the Supplier’s records, facilities, processes, and systems where reasonably required to verify compliance with the Contract.
22.3 The Supplier shall provide reasonable access, assistance, and copies of documents requested by Teagle.
23. Data Protection
23.1 Each party shall comply with all applicable data protection laws.
23.2 Where the Supplier processes personal data on behalf of Teagle, the Supplier shall:
a. process such data only on Teagle’s documented instructions;
b. keep the data secure;
c. ensure that personnel are subject to confidentiality obligations;
d. not transfer data outside the UK or European Economic Area without Teagle’s prior written consent and appropriate safeguards;
e. assist Teagle in responding to data subject requests and regulatory enquiries;
f. notify Teagle immediately of any actual or suspected personal data breach; and
g. return or delete personal data on request.
24. Anti-Bribery, Modern Slavery and Ethical Trading
24.1 The Supplier shall comply with all applicable anti-bribery, anti-corruption, modern slavery, human trafficking, sanctions, and ethical trading laws.
24.2 The Supplier shall not offer, give, request, receive, or accept any bribe, inducement, facilitation payment, secret commission, or improper advantage.
24.3 The Supplier warrants that neither it nor its supply chain uses forced labour, bonded labour, child labour, human trafficking, or exploitative labour practices.
24.4 The Supplier shall notify Teagle immediately if it becomes aware of any actual or suspected breach of this clause.
24.5 Teagle may terminate the Contract immediately if the Supplier breaches this clause.
25. Export Controls and Sanctions
25.1 The Supplier shall comply with all applicable export control, import control, customs, trade sanctions, and embargo laws.
25.2 The Supplier shall provide Teagle with all information required to export, import, classify, transport, sell, or use the Goods, including commodity codes, country of origin, export control classification numbers, and licence requirements.
25.3 The Supplier shall not do anything that may cause Teagle to breach sanctions or export control laws.
26. Force Majeure
26.1 Neither party shall be liable for delay or failure to perform its obligations to the extent caused by events beyond its reasonable control.
26.2 The affected party shall notify the other party immediately and take reasonable steps to minimise the effect of the event.
26.3 A force majeure event does not excuse the Supplier from obligations relating to confidentiality, intellectual property, compliance, data protection, insurance, or payment of sums due.
26.4 If a force majeure event continues for more than 30 days, Teagle may terminate the Contract immediately by written notice.
27. Termination
27.1 Teagle may terminate the Contract in whole or in part at any time by giving written notice to the Supplier.
27.2 Teagle may terminate the Contract immediately if the Supplier:
a. commits a material breach of the Contract;
b. fails to deliver Goods or perform Services on time;
c. supplies defective or non-compliant Goods or Services;
d. repeatedly breaches the Contract;
e. becomes insolvent or unable to pay its debts;
f. ceases or threatens to cease business;
g. undergoes a change of control that Teagle reasonably considers adverse;
h. breaches compliance, anti-bribery, modern slavery, sanctions, export control, confidentiality, or data protection obligations; or
i. does anything that may damage Teagle’s reputation or customer relationships.
27.3 Termination does not affect any accrued rights, remedies, obligations, or liabilities.
27.4 On termination, the Supplier shall immediately:
a. stop work as directed by Teagle;
b. deliver to Teagle any completed or partly completed Goods and Deliverables requested by Teagle;
c. return Teagle property and confidential information; and
d. provide reasonable assistance to transition supply to Teagle or another supplier.
28. Consequences of Termination
28.1 Teagle shall pay for Goods and Services properly supplied and accepted before termination, subject to Teagle’s rights of set-off and other remedies.
28.2 Teagle shall not be liable for loss of profit, loss of business, loss of anticipated savings, or other consequential loss claimed by the Supplier as a result of termination.
28.3 Clauses intended to survive termination shall continue in force, including confidentiality, intellectual property, compliance, indemnity, liability, audit, records, data protection, governing law, and dispute resolution.
29. Notices
29.1 Any notice under the Contract shall be in writing and delivered by hand, prepaid post, recorded delivery, courier, or email to the address or email address specified in the Purchase Order or otherwise notified in writing.
29.2 Notices are deemed received:
a. if delivered by hand, at the time of delivery;
b. if sent by prepaid first-class post, two Business Days after posting;
c. if sent by courier, when signed for; and
d. if sent by email, at the time of transmission, provided no delivery failure notification is received.
30. General
30.1 The Supplier is an independent contractor and nothing in the Contract creates a partnership, joint venture, agency, or employment relationship.
30.2 If any provision of the Contract is invalid or unenforceable, the remaining provisions remain in full force.
30.3 Failure or delay by Teagle in enforcing any right or remedy does not waive that right or remedy.
30.4 Rights and remedies under the Contract are cumulative and do not exclude rights and remedies provided by law.
30.5 A person who is not a party to the Contract has no rights to enforce it under the Contracts (Rights of Third Parties) Act 1999.
30.6 The Contract constitutes the entire agreement between the parties relating to the Purchase Order and supersedes all previous discussions, correspondence, negotiations, and understandings relating to that Purchase Order.
31. Governing Law and Jurisdiction
31.1 The Contract and any dispute or claim arising out of or in connection with it shall be governed by and interpreted in accordance with the law of England and Wales.
31.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract.
Schedule 1: Supplier Quality Requirements
Unless otherwise agreed in writing, the Supplier shall:
Schedule 2: Minimum Delivery Requirements
Each delivery shall:
