TERMS & CONDITIONS OF PURCHASE

SACYR Wills Bros SOMAGUE JV

1. DEFINITIONS
1.1. SWS means SACYR Wills Bros SOMAGUE JV.
1.2. Supplier means the supplier or its agent named overleaf.
1.2. Purchase Order means the purchase order placed by SWS for the supply of the goods or services of a brief description of which appears overleaf.
1.4. Goods means the goods or services specified in the Purchase Order.
1.5. Agreement means any contract for the purchase of the Goods by SWS from the Supplier and shall include the Purchase Order and these Terms & Conditions of Purchase.

2. GENERAL
2.1. These Terms & Conditions of Purchase shall apply to every Agreement entered into by SWS. If there is any inconsistency between these Terms & Conditions of Purchase andany conditions which the Supplier seeks to impose, these conditions will prevail.
2.2. This Purchase Order may only be amended by the issue of an official amendment purchase order from the UK Office in Motherwell, Scotland.
2.3. Where applicable, all Goods must be supplied in accordance with the relevant contract specification for the Goods.
2.4. All Goods must be supplied with relevant and current certification to comply with legislation and regulations.

3. DELIVERY OF GOODS.
3.1. The Goods shall be delivered by the Supplier at the time and delivery point specified in the Purchase Order or as SWS directs.
3.2. The rates included on the Purchase Order allow for carriage to site where necessary, unless specifically noted on this Purchase Order.
3.2. The Supplier shall be responsible for all expenses incurred in delivering any incorrectly delivered Goods to the correct delivery point and/ or in returning any such incorrectly delivered Goods or amounts in excess of the quantity specified on the Purchase Order.
3.3. The Supplier shall be responsible for insuring the Goods against any loss or damage incurred in transport howsoever caused.
3.4. All delivery notes and invoices must include the Purchase Order number relevant to the Goods being supplied.
3.5. All delivery notes must be signed by a designated SWS signatory.
3.6. Delivery notes must show exactly the same level of detail as noted on the Purchase Order. For the avoidance of doubt shipment notes / despatch notes signed to acknowledge delivery of shipment are not deemed to be an acceptance of the quantity or contents of the package.                                                                                                                                                                  3.7. Delivery notes can only be signed by a signatory on the SWS JV list specified on the relevant Purchase Order. If delivery is reciepted by someone other than someone from the specified list then th delivery will be regarded as invalid and subsequent invoices may not be paid or payment delayed.

4. INSPECTION AND TESTING.
4.1. Before despatching the Goods, the Supplier shall carefully inspect and test them for compliance with the Agreement and all relevant statutory and regulatory requirements.
4.2. If, in the reasonable opinion of SWS, there should be a requirement to undertake further inspections and / or tests in excess of those described in clause 4.1 above, then SWS shall inform the Supplier of this fact and the reasons for it and the Supplier shall be responsible for all the reasonable costs incurred in carrying out the extra inspections
and tests.

5. ENTRY TO SITE
5.1. Suppliers shall issue information to site by email, fax, or telephone at least 24 hours prior to each delivery:
5.1.1. Vehicle Registration Number
5.1.2. Driver Details
5.1.3. Approximate Time of Delivery
5.2. Failure to complete the above request may result in non-entry or delays to unloading which SWS (and its subsidiary companies) cannot be held responsible.
5.3. All visitors (including delivery drivers) attending projects must provide their own Personal Protective Equipment and be aware of the site safety rules and regulations. No responsibility will be accepted by SWS for the visitor’s failure to do so.

6. PASSING OF TITLE AND RISK.
Title to and risk in the Goods shall pass to SWS on delivery.

7. TERMINATION/REJECTION.
7.1. If the Supplier defaults in any of its obligations under the Agreement, becomes insolvent, or if a receiver or administrator or similar officer is appointed over any of its property, or if an order is made or resolution passed for winding up the Supplier or if proceedings are instituted against it in bankruptcy, SWS shall be entitled at its discretion, without prejudice to any other remedy, to immediately suspend the performance of or terminate the Agreement and in the event of termination to keep or take possession of any Goods or of any items belonging to SWS and to enter any premises of the Supplier for that purpose.
7.2. If SWS incurs any costs directly as a result of 7.1 then these costs shall be offset from any balance due to the Supplier.
7.3. If any Goods do not conform to the Agreement on any grounds at all including, without limitation, by reason of quality or being unfit for the purpose for which they are required
SWS shall be entitled at its discretion, without prejudice to any other remedy, to exercise any one or more of the following rights:
7.3.1. Reject the Goods in whole or part.
7.3.2. Permit the Supplier at the Supplier’s expense to replace, repair or reinstate the Goods so that they conform to the Agreement.
7.3.3. Carry out or have carried out at the Supplier’s expense such work as necessary to enable the Goods to conform to the Agreement.
7.3. If SWS rejects any Goods, the Supplier shall return all payments already made for the rejected Goods. No compensation shall be payable to the Supplier on termination or
rejection.
7.4. No failure or delay on the part of SWS to exercise any of its rights in respect of any default under the Agreement by the Supplier shall prejudice its rights in connection with
the same or any subsequent default.

8. PRICE/PAYMENT.
8.1. The total price payable for the Goods is as stated overleaf. The price of the Goods shall remain fixed for the duration of the works unless otherwise noted in this Purchase
Order, subject to the following clauses:
8.2. Should prices in the Purchase Order differ in any way from agreed quoted prices due to administrative errors then the prices will revert to the original rates noted and agreed in good faith subject to the following clauses:
8.3. The agreed prices must be of an acceptable market price level.
8.4. Any prices for Goods of similar specification or similar size reflect the original quoted rates again subject to acceptable market price level and also subject to reasonable
increase or decrease to reflect changes in specification or size.
8.5. Any identified errors on supplier invoices which may give rise to overpayments being made shall become fully repayable within 7 days of being notified by SWS to the supplier.
SWS also reserves the right to offset such sums identified from all other net sums due to the supplier.
8.6. No increase in the price payable for the Goods shall be made without the prior written consent of SWS.
8.7. Any request by the Supplier to alter the price payable for the Goods must be advised in writing to SWS 6 weeks in advance of the proposed effective date.
8.8. Failure to comply with the pricing and delivery requirements (stated above) will lead to invoice processing difficulties and we reserve the right to return the invoice for amendment and re-issue.
8.9. Payment of approved invoices will be made 30 days after the month of invoice unless agreed in writing by SWS and countersigned by a SWS JV Board Member of SWS.
8.10. Any assignment of debts to a factoring agent does not remove the contractual relationship between SWS and the Supplier and any dispute resolution will be conducted directly with the Supplier.
8.11. Agency placement fees will only be paid once a satisfactory placement period of three months has elapsed from the start date. We reserve the right to claim repayment of any fees paid should the placement choose to leave the company of their own accord within twelve months of the start date. Any such refund would be pro-rata to the time elapsed from start to finish date.
8.12. SWS reserves the right to set off debts due to other companies within the SWS group of companies.                               8.1.3. Any Purchase Order placed where the Supplier elects to be included within the Project Bank Account (PBA) shall agree to monthly consolidated invoicing and shall take steps to ensure their systems comply with this requirement. 

9. INDEMNITY.
The Supplier shall indemnify SWS against any loss, damage or injury to SWS, any claim in respect of loss, damage or injury made against SWS by third parties and any costs and expenses arising in connection with them which result from the Supplier’s failure to comply with the Agreement and in particular resulting from any defect in the Goods or their materials, services, construction, workmanship or design or any claim that any Goods supplied under the Agreement infringe the intellectual property rights of any third party howsoever caused.

10. INSURANCE.
The Supplier shall have insurance against liability to pay damages and costs in respect of third party injury and third party property damage or loss arising in connection with the performance of the Agreement by the Supplier and consequential loss suffered by SWS with an insurance company approved by the Department of Trade and
Industry or similar organisation outside the UK. SWS reserves the right to request evidence of the insurance and examine any policy document.                                                                                                                                                                                              10.1. All suppliers of plant machinery shall ensure that they have full insurance cover for all operated and non-operated plant machinery left on site and not in use by SWS.

11. CONFIDENTIALITY.
All information concerning SWS’ business and its products that the Supplier becomes aware of in connection with the Agreement is confidential and shall not be disclosed to a third party.

12. STATUTORY AND OTHER REQUIREMENTS
The Supplier warrants that they have fully complied with all relevant statutes, regulations, orders, bylaws, and standards in force at the time of delivery.

13. FORCE MAJURE.
Neither party will be liable to the other for failing to comply with any of its obligations hereunder if, and to the extent that such failure is wholly and directly caused by an event beyond their reasonable control including without limitation, fires, floods, Governmental regulations, wars and industrial action, provided that the party affected shall
immediately notify the other party thereof and shall thereafter exert all reasonable diligence to overcome such cause and resume performance of its obligations.

14. ASSIGNMENT AND SUB-LETTING.
The Supplier shall not assign the Agreement in whole or part without the prior written consent of SWS.

15. NOTICES.
Any notice required to be served on the other party under this Agreement shall be in writing. Such notices may be served by hand or 1st class post to the business address of the parties or by facsimile transmission to such address or number as either party may notify to the other from time to time for this purpose.

16. LAW AND CONSTRUCTION.
16.1. The construction, validity and performance of the Agreement shall in all respects be governed by the Law of Northern Ireland, subject to the jurisdiction of the Courts of Northern Ireland and the parties shall submit to the non-exclusive jurisdiction of
 Northern Ireland.
16.2. The headings of conditions are for convenience of reference only.