General Terms and Conditions of Purchase

IKONIC – TERMS & CONDITIONS OF PURCHASE

INTRODUCTION

These Conditions set out the entire terms and conditions upon which Ikonic has agreed to purchase goods and/or services from the Supplier and shall apply to the exclusion of any other terms and conditions including any other terms and conditions which the Supplier may purport to apply whether through the use of any standard form documents or otherwise.

These terms and conditions of purchase apply for Ikonic Technology Ltd (co# 06752963), and all subsidiary and associated business’s including Ikonic Technology (Europe) BV (co# 76055760) and Ikonic Technology Europe GmbH (co# HRB16124). Ikonic means Ikonic Technology Limited registered in England and Wales with company number 06752963 and all its subsidiaries and associated companies (including those noted above).

• Definitions and Interpretation
  • In these Conditions the following words have the following meanings: Conditions means these terms and conditions; Contract means a contract between Ikonic and the Supplier for the sale and purchase of Goods and/or Services (as applicable) made subject to these Conditions which has come into force following the acceptance of an Order in accordance with Clause 3; Delivery means the date on which the Supplier completes the delivery of Goods or the performance of Services (as applicable) in accordance with these Conditions; Goods means the goods as detailed in any Order; Ikonic means Ikonic Technology Limited registered in England and Wales with company number 06752963 and all its subsidiaries and associated companies (including those noted above); Order means Ikonic’s order for any Goods or Services as may be set out in any purchase order issued by Ikonic to the Supplier from time to time, in any written acceptance issued by Ikonic to the Supplier of any quotation provided to it by the Supplier (but which excludes for the avoidance of doubt the acceptance of any terms and conditions which the Supplier may have purported to apply in any such quotation); or in any other written request for Goods or Services which is issued by Ikonic to the Supplier from time to time; Services means the services as detailed in any Order; Specification means any specification for Goods or Services issued by Ikonic to the Supplier; agreed between Ikonic and the Supplier in writing; and, to the extent not contradictory with any of the foregoing or these Conditions, any specifications provided or made available by the Supplier to Ikonic; and Supplier means the person or firm from whom Ikonic purchases the Goods and/Services. 
  • In these Conditions and each Contract: headings are inserted for convenience only and shall not affect construction or interpretation; references to Clauses are to the Clauses of these Conditions; words denoting the singular shall include the plural and vice versa; words denoting any gender shall include all genders; any reference to any law, statute, statutory provision, statutory instrument, directive, subordinate legislation, code of practice or guideline shall be construed as a reference to the same as may be amended, consolidated, modified, extended, re-enacted or replaced from time to time; and use of words such as “include”, “including” and “in particular” shall not limit the generality of any preceding or following words which are not intended to be exhaustive.
• Basis of Contract
  • These Conditions apply to each Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which otherwise are implied by trade, custom, practice or course of dealing.
  • Each Order constitutes an offer by Ikonic to purchase the Goods or Services in question in accordance with these Conditions.
  • Each Order shall be deemed to be accepted on the earlier of: the Supplier issuing a written acceptance of the Order (which the Supplier must provide within five days of receipt of the applicable Order); and the Supplier doing any act consistent with fulfilling the Order, at which point a Contract shall come into existence.
• Goods and Services
  • As a condition of each Contract the Supplier warrants that the applicable Goods and/or Services shall: (a) correspond with their description and any Specification (and after the acceptance of an Order the Supplier shall not make any change to any Specification whatsoever without the written consent of Ikonic); (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by Ikonic expressly or by implication, and in this respect Ikonic relies on the Supplier’s skill and judgement; (c) be manufactured and performed in accordance with any of Ikonic’s quality systems, production systems or other processes from time to time in force which are notified to the Supplier and in any event, using all reasonable skill, care and diligence; (d) be accompanied by a certificate detailing their country of origin where that is requested by Ikonic, in order for Ikonic to verify where such Goods were originally manufactured and any applicable original equipment manufacturers; (e) be free from defects in design, material and workmanship and remain so for 12 months after Delivery; (f) comply with all applicable laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions affecting the quality, safety, manufacture, performance, labelling, packaging, storage, handling, delivery and sale of the Goods and/or the performance of the Services (as applicable) that may be in force in the United Kingdom and European Economic Area and such other territories that Ikonic has notified to the Supplier that the Goods and Services will be supplied to from time to time; (g) not infringe any third party’s intellectual property rights and where Goods are not manufactured by the Supplier, the Supplier warrants that the Goods shall correspond with any warranties and/or guarantees provided by the manufacturer of the Goods; and (h) comply with Ikonic’s policies and procedures (to the extent applicable), as updated from time to time, including but not limited to: Ikonic’s Health and Safety Policy, Anti-Slavery Human Trafficking Policy, Cookies Policy, Anti-Bribery Policy, GDPR Compliance Policy, Data Retention Policy, Equal Opportunities Policy, Information Communication Systems Policy, Business Continuity Policy, Quality Assurance Policy, Whistleblowing Policy, Modern Slavery Policy, Environmental Policy, Corporate Social Responsibility Policy, Complaints Procedure Policy. Copies of such policies shall reasonably be made available to the Supplier upon written request.
  • At any-time prior to completion of the delivery/performance of any Goods or Services Ikonic may by written notice make changes to its requirements (including to any Specification, time for delivery/performance or quantity) and the Supplier shall comply with such changes as if those were originally set out in the applicable Order. If any such changes would result in an increase to the Supplier’s direct costs or time required for performance then an equitable adjustment shall be made to the terms of the applicable Contract provided that the Supplier notifies Ikonic of its requested adjustments prior to proceeding with the changes requested by Ikonic and those adjustments are approved in writing by Ikonic.
  • In performing its obligations under each Contract; the Supplier shall at all times: (a) have and maintain all licences, permissions, authorisations, consents and permits that it needs to lawfully carry out its obligations under each Contract; (b) provide the Services in accordance with good industry practice; (c) maintain appropriate business continuity procedures and arrangements to ensure continuity of the Services in accordance with provisions of each Contract; (d) ensure that it does not damage the reputation of Ikonic, Ikonic’s group or Ikonic’s customers; (e) ensure that all written information and materials given by it to Ikonic are or were accurate when given, and remain accurate and comprehensive in all material respects; (f) co-operate fully with all regulatory bodies as applicable; (g) ensure that it has obtained ISO 27001 for its information security management, ISO 9000 for its quality management and ISO 14000 for its environmental management or their equivalent, and shall comply with and maintain such certification requirements at all times; and (h) comply with all applicable laws from time to time.
  • Ikonic shall have the right to inspect and test Goods at any time before delivery. If following such inspection or testing Ikonic considers that the Goods do not conform or are unlikely to comply with Clause 3 then Ikonic shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance and Ikonic shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.
  • Notwithstanding any inspection or testing pursuant to Clause 5, the Supplier shall remain fully responsible at all times for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under any Contract.
• Delivery/Performance
  • The Supplier shall ensure that: (a) Goods are packed and labelled in accordance with any requirements detailed in the Specification or Order and in any event as a minimum in accordance with all applicable legal requirements and in such manner so as to enable them to reach their destination in good condition; (b) each delivery of Goods is accompanied by a delivery note which shows the date of the Order, the purchase order number supplied by Ikonic (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) if the Supplier requires Ikonic to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost and risk of the Supplier.
  • The Supplier shall deliver Goods and/or perform Services (as applicable): (a) on the date specified in the Order, or, if no such date is specified, within such reasonable time period as requested by Ikonic (and time of delivery/performance shall be of the essence); (b) to or at the location as is set out in the Order, or otherwise as instructed by Ikonic prior to delivery or performance (the “Specified Location”); and (c) during Ikonic’s normal business hours, or otherwise as instructed by Ikonic.
  • Delivery of the Goods shall be made DDP (Delivery Duty Paid – Incoterms 2010) to the Specified Location and shall be completed upon completion by the Supplier of safe unloading of the Goods at the Specified Location. Performance of any Services shall be completed once the Supplier has successfully completed all activities which make up the Services in question.
  • The Supplier shall not deliver any Goods nor perform any Services in instalments other than with the prior written consent of Ikonic. Where it is agreed that any Goods or Services are to be delivered or performed in instalments then those must be invoiced and will be paid for separately. However, failure by the Supplier to deliver or perform any one instalment on time or otherwise in accordance with the applicable Contract shall entitle Ikonic to the remedies set out or referred to in Clause 5.
• Remedies
  • If Goods are not delivered or Services not performed on the due date or do not otherwise comply with all requirements of the applicable Contract then, without limiting any of its other rights or remedies, Ikonic shall have the right to any one or more of the following remedies, whether or not it has accepted the Goods or Services in question: (a) to terminate the applicable Contract and (at Ikonic’s discretion) any other outstanding Contracts; (b) to reject the Goods or Services (in whole or in part) and in the case of Goods to return those to the Supplier at the Supplier’s own risk and expense or require the Supplier to collect those in which case, the Supplier shall collect at its own expense within 5 days; (c) to require the Supplier to repair, replace or re-perform (as applicable) the rejected Goods or Services (and these Conditions shall apply to any repaired or replacement Goods or re-performed Services) or to provide a full refund of the price of the rejected Goods or Services; (d) to refuse to accept any subsequent delivery of the Goods or Services (including delivery of any outstanding instalments) which the Supplier attempts to make; (e) to recover from the Supplier any costs incurred by Ikonic in obtaining substitute goods or services from a third party; and/or (f) to claim damages for any other costs, loss or expenses incurred by Ikonic which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.
  • The Supplier shall keep Ikonic indemnified in full on demand against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and legal and other professional fees and expenses awarded against or incurred or paid by Ikonic as a result of or in connection with: (a) any claim made against Ikonic for actual or alleged infringement of a third party’s intellectual property rights or other rights arising out of, or in connection with, the supply or use of the Goods or Services; and/or (b) any claim made against Ikonic by a third party arising out of, or in connection with, the supply of the Goods or performance of the Services to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of any Contract by the Supplier, its employees, agents or subcontractors.
  • Ikonic’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
  • This Clause 5 shall survive expiry or termination for whatever reason of any Contract.
• Title and Risk
  • Title and risk in any Goods shall pass to Ikonic on completion of delivery unless Ikonic has paid for any Goods in advance of delivery in which case, title (but not risk) shall pass to Ikonic on payment for the Goods in question.
• Price and Payment
  • The price of Goods and Services shall be the price set out in the Order, or, if no price is set out, the price set out in the Supplier’s published price list in force as at the date Ikonic’s Order was accepted in accordance with Clause 3 or if lower, the Supplier’s published list price at the time delivery of the Goods or performance of the Services was completed. Prices are stated Delivery Duty Paid in accordance with Incoterms 2000.
  • Prices are stated exclusive of VAT but inclusive of all other costs and charges which may be incurred by the Supplier in connection with the supply of Goods or performance of Services and otherwise in complying with its obligations under the Contract including the cost of packaging, delivery, import tariffs, levies, customs charges, duties, other applicable taxes, insurance and carriage of Goods.
  • The Supplier may invoice Ikonic for Goods and Services on or at any time after the completion in accordance with Clause 3 of delivery/performance and shall ensure that each invoice details any purchase order numbers provided to it by Ikonic. Ikonic shall pay correctly submitted invoices within 30 days of receipt together with VAT thereon (subject to the Supplier’s invoice being valid for VAT purposes). Payment shall be made by bank transfer to a single bank account as nominated in writing by the Supplier which must be located in the United Kingdom.
  • If Ikonic fails to make any payment to the Supplier by the due date then at the written request of the Supplier Ikonic shall pay interest on the overdue amount at the rate of 2% per annum above the Bank of England base rate from time to time. Subject to the other provisions of this Clause 4 such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. Interest shall not though apply to any payment which Ikonic disputes in good faith.
  • Ikonic may, without limiting any other rights or remedies available to it, set off any amount owed to it by the Supplier against any amounts payable by it to the Supplier under any Contract.
• Customer Property
  • The Supplier acknowledges that all materials, moulds, equipment and tools, drawings, Specifications, and data supplied by Ikonic to the Supplier and all rights in and to such are and shall remain the exclusive property of Ikonic. The Supplier shall keep any such materials which are provided to it in safe custody at its own risk; maintain them in good condition until returned to Ikonic; and shall not use the same other than for the proper performance of any Contract and otherwise in accordance with Ikonic’s written instructions and authorisations. Further, the Supplier shall not sell, dispose of or in any way charge or encumber any such Ikonic property (nor purport to do so) and shall ensure that all such Ikonic property is kept separate by the Supplier from any other property and clearly identified as belonging to Ikonic.
• Insurance
  • The Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover such heads of liability as may arise under or in connection with any Contract and shall at Ikonic’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
• Confidentiality
  • The Supplier shall keep in strict confidence all technical or commercial know-how, Specifications, inventions, processes or initiatives which are disclosed to the receiving party by Ikonic, its employees, agents or subcontractors and any other confidential information concerning the business, products and services of Ikonic which the Supplier may obtain. The Supplier shall only use and disclose such confidential information to those of its employees, agents or subcontractors who need to know the same for the purpose of discharging its obligations under any Contract and shall ensure that such employees, agents or subcontractors shall keep such information confidential.
• Termination
  • Ikonic may terminate any Contract in whole or in part at any time before completion of delivery or performance with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on that Contract or the affected part (in the case of partial termination). In such circumstances as the Supplier’s sole and exclusive remedy Ikonic shall pay the Supplier fair and reasonable compensation for work-in-progress at the time of termination (in any event not to exceed the price of the Goods or Services in question), but such compensation shall not include loss of anticipated profits or any consequential loss and the Supplier hereby waives any claim which it might otherwise have against Ikonic in respect of such losses.
  • Without prejudice to any other rights or remedies available to it, Ikonic may terminate at its discretion any or all Contracts in whole or in part at any-time by giving written notice to the Supplier if the Supplier: (a) commits any breach of any Contract; (b) becomes bankrupt or goes into liquidation (whether voluntary or compulsory), becomes insolvent, is dissolved, compounds with its creditors or has a receiver, administrative receiver or administrator appointed over the whole or any part of its assets or a petition is presented, or a meeting is convened for the purpose of considering a resolution, for the making of an administrative order, the winding-up, bankruptcy or dissolution of the Supplier or the Supplier suffers any similar process in any jurisdiction outside of England and Wales; (c) the Supplier ceases or threatens to cease carrying on its business, operations or activities; and/or (d) Ikonic anticipates that any of the events as referred to in this Clause 1 are likely to occur.
  • Termination or expiry of any Contract on whatever basis shall be without prejudice to any rights or obligations of either party which have accrued prior to the date of termination and shall not affect the continuing in or coming into force of any provision of that Contract or these Conditions which, whether expressly or by implication, is to continue in or come into force following expiry or termination.
• Anti-Bribery and Prevention of Modern Slavery
  • Each party shall in connection with its activities under each Contract and the operation of its business generally: (a) comply with all Anti-Bribery and Corruption Requirements and Prevention of Modern Slavery Requirements and not engage in any activity, practice or conduct which would constitute any breach of or any offence under any applicable Anti-Bribery and Corruption Requirements or Prevention of Modern Slavery Requirements; and (b) without prejudice to the generality of Clause 12.1(a): (i) have and shall maintain in place adequate procedures to prevent to prevent the commission of bribery or corruption as required under the Bribery Act 2010; and due diligence procedures for its sub-contractors, sub-licensees, suppliers and other participants in its supply chains, to ensure that there is no slavery, human trafficking or use of child labour in its supply chains; (ii) not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the United Kingdom; and (iii) include in its contracts with its sub-contractors, sub-licensees and suppliers measures that are at least equivalent imposed on that party itself under this Clause 12.
  • At the request of either party from time to time the other party shall provide such information and evidence as may be reasonably required to assist the first party with assessing compliance by the other party with the requirements of this Clause 12. Such assistance may include providing (or procuring) reasonable access to any relevant premises of the other party and/or of its sub-contractors, sub-licensees, suppliers and other participants in its supply chains.
  • For the purposes of this Clause 12: (a) “Anti-Bribery and Corruption Requirements” means all laws, statutes, regulations, and codes relating to the anti-bribery and anti-corruption including the United Kingdom Bribery Act 2010 and United States Foreign Corrupt Practices Act; and (b) “Prevention of Modern Slavery Requirements” means all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including the Modern Slavery Act 2015.
• Data Protection
  • To the extent that the Supplier is processing any of Ikonic’s personal data when performing its obligations under a Contract, the Supplier shall comply with the contractual obligations which a controller is required to impose on a processor under Article 28 (3) of the GDPR, and shall, at Ikonic’s request, enter into a separate data processing agreement with Ikonic in the form required by Ikonic. For the purposes of this clause, the terms “controller”, “personal data” and “process” have the meaning given in the GDPR.
• Buy Backs
  • All offers are made subject to testing and inspection (at Ikonic premises). Payment to be made (agreed credit terms of 30 days minimum) after confirmation goods are as described. Goods to be invoiced to Ikonic only after receipt and testing is completed (maximum of 7 working days after receipt) of proposed goods offered to Ikonic. Offers are valid for 7 days. Supplier of goods must be the legal owner and goods must be data free unless agreed otherwise. The supplier indemnifies Ikonic of any breach of data or intellectual property breaches.
• General
  • Any notices to be served on either party by the other shall be in writing and sent by pre-paid registered post to the registered office address of the other party or such other address as is notified in writing by that party from time to time. Such notice shall be deemed to have been received by the addressee 72 hours after posting provided applicable evidence of posting is retained and produced on request.
  • Whilst the parties may make operational communications via email, formal notice may not be served via email.
  • The parties are with respect to each other independent contractors and nothing in these Conditions or any Contract and no actions taken by the parties under any these Conditions or any Contract shall be deemed to constitute any agency, partnership, association, joint venture or other co-operative enterprise between the parties.
  • Neither party seeks to limit or exclude in any way its liability for death or personal injury caused by negligence; for fraud or fraudulent misrepresentation; in respect of any breach of any condition implied under section 12 of the Sale of Goods Act 1979; and/or for any other matter or liability which cannot be lawfully limited or excluded. Each provision of these Conditions and of each Contract shall be read as subject to this Clause 4 and no such provision is intended to nor shall be interpreted as seeking to limit or exclude any of the foregoing types of liability.
  • The Supplier shall pay within the applicable statutory time limits all customs, duties and tariffs, bonds, customs broker’s charges and all other charges, fees, levies, or assessments made pursuant to any applicable law with respect to the import to the United Kingdom of the Goods and Services and any equipment or material necessary for the manufacture or assembly of the Goods and Services as otherwise required under these Conditions.
  • Each Contract represents the entire agreement between the parties relating to the supply of the Goods or Services in question and supersedes all previous presentations made and/or agreements, negotiations and discussions between the parties relating to the same.
  • Save only to the extent as may be specifically provided for otherwise under these Conditions, no variation or amendment of any Contract shall be binding unless made in writing and signed by or on the behalf of each of the parties.
  • The Supplier may not assign or transfer any of its rights and/or obligations under any Contract without the prior written consent of Ikonic. Ikonic may assign or transfer any or all of its rights and/or obligations under any Contract on notice to the Supplier.
  • The Supplier may not sub-contract the performance of any of its obligations under any Contract without the prior written consent of Ikonic and in any event shall at all times remain primarily liable to Ikonic for the acts and omissions of any of its sub-contractors as if those were the acts or omissions of the Supplier itself.
  • If any provision of these Conditions or of any Contract is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, the remaining provisions shall remain in full force and effect.
  • The failure to exercise or delay in exercising any right or remedy under these Conditions or any Contract shall not be regarded as a waiver of such right or remedy, or a waiver of other rights or remedies. No single or partial exercise of any right or remedy under these Conditions or any Contract shall prevent any further exercise of the right or remedy or any other right or remedy.
  • These Conditions and each Contract shall be governed by English law and, save in respect of the enforcement of any judgment, the parties agree to submit to the exclusive jurisdiction of the English courts.

Reviewed by Director (Chris Perry) : Jan 2024