Hospital Metalcraft Limited - Conditions of Purchase - Supplier
1. DEFINITIONS AND INTERPRETATION
In these Conditions, the following definitions apply:
- Business Day: A day other than a Saturday, Sunday, or public holiday in England.
- Buyer, HML, we, us, or our: Hospital Metalcraft Limited (trading as Bristol Maid™).
- Contract: The agreement between HML and the Supplier comprising the Purchase Order, these Conditions, and any documents expressly incorporated by reference.
- Goods: Any goods, materials, components, equipment, software, tooling, packaging, or other items supplied by the Supplier.
- Purchase Order: HML's written order for Goods and/or Services.
- Services: Any services, design work, consultancy, installation, maintenance, testing, commissioning, validation, support, or other work performed by the Supplier.
- Specification: Any specification, drawing, design, technical requirement, sample, performance standard, or other requirement referred to or enclosed in the Purchase Order.
- Supplier: The person, firm, or company supplying Goods and/or Services to HML.<
2. BASIS OF CONTRACT
2.1 Exclusive Application: These Conditions apply exclusively to every Contract and override any terms proposed, issued, or delivered by the Supplier, unless expressly agreed otherwise in writing and signed by a director of HML.
2.2 Offer Mechanism: A Purchase Order constitutes an offer by HML to purchase Goods and/or Services in accordance with these Conditions.
2.3 Formation of Contract: A Contract is formed and becomes binding when the Supplier either issues a written acceptance of the Purchase Order or commences performance of the Purchase Order, whichever occurs first.
2.4 Right of Withdrawal: HML may withdraw, amend, or cancel a Purchase Order at any time prior to the Supplier's explicit written acceptance. No liability shall arise from such withdrawal, amendment, or cancellation, except for costs expressly agreed in writing by HML.
2.5 Variations: No variation, modification, or amendment to a Contract shall be effective unless agreed in writing and signed by authorised representatives of both parties.
2.6 Precedence of Terms: These Conditions apply to all Contracts and supersede any previous versions. The version applicable to a Contract shall be the version published on HML's website on the date the relevant Purchase Order is issued.
3. SUPPLIER OBLIGATIONS
3.1 Standard of Performance: The Supplier shall:
(a) Perform the Contract with the highest degree of professional skill, care, and diligence, and in accordance with best industry practices;
(b) Comply with all applicable laws, statutory regulations, codes of practice, and international standards;
(c) Maintain all licenses, approvals, permits, and certifications necessary to legally perform its obligations under the Contract;
(d) Ensure that all personnel are suitably trained, qualified, experienced, and adequately supervised;
(e) Cooperate fully with HML in all matters and provide all information reasonably requested in a timely manner;
(f) Ensure that all Goods and Services are strictly fit for any purpose held out by the Supplier or made known to the Supplier by HML;
(g) Maintain effective quality, environmental, and compliance management systems;
(h) Promptly notify HML of any event or issue that may impact quality, delivery schedules, regulatory compliance, or continuity of supply.
3.2 Subcontracting Restrictions: The Supplier shall not subcontract, delegate, or assign any material part of the Contract without HML’s prior agreement.
3.3 Continued Liability: Approval of any subcontractor by HML shall not relieve the Supplier of any of its duties, obligations, or liabilities under the Contract.
4. DELIVERY AND PERFORMANCE
4.1 Time of the Essence: Time is strictly of the essence in relation to all delivery dates and performance milestones within the Contract.
4.2 Delivery Logistics: Goods shall be delivered:
(a) To the specific location stated in the Purchase Order during HML’s normal business hours;
(b) On the exact date specified in the Purchase Order;
(c) Carriage Paid To (CPT) destination unless otherwise expressly agreed in writing;
(d) Securely packed, clearly labelled and protected against damage or deterioration during transit.
4.3 Documentation: Each delivery must be accompanied by a prominent delivery note quoting:
(a) The Purchase Order number;
(b) A clear description and part numbers of the Goods;
(c) The exact quantity delivered;
(d) Batch numbers, serial numbers, and manufacturing dates where applicable.
4.4 Transfer of Risk: Risk in the Goods passes to HML only upon successful delivery and formal written acceptance or signature by an authorised HML representative.
4.5 Transfer of Title: Title to the Goods passes to HML on the earlier of: (a) payment for the Goods, or (b) delivery of the Goods.
4.6 Delivery Discrepancies: HML reserves the right to reject partial deliveries, excess quantities, or early deliveries unless expressly consented to in writing prior to arrival.
5. QUALITY, WARRANTIES, AND PRODUCT CONFORMITY
5.1 Goods Warranties: The Supplier warrants and guarantees that all Goods shall:
(a) Conform strictly to the Contract, designs, and Specifications;
(b) Be of satisfactory and merchantable quality and free from defects in design, materials, and workmanship;
(c) Be fit for their intended purpose;
(d) Comply with all applicable UK and international legal and regulatory requirements;
(e) Be brand new, authentic, and unused unless expressly agreed otherwise.
5.2 Services Warranties: The Supplier warrants that all Services shall be performed:
(a) With reasonable skill and care by appropriately trained personnel;
(b) In strict accordance with best industry standards and practices.
5.3 Quality System Standards: The Supplier shall maintain active certification to ISO 9001 or an equivalent recognised quality management standard for the duration of the Contract. Unless otherwise agreed.
5.4 Warranty Period: The warranty period for all Goods and Services shall be the Supplier’s standard commercial warranty period, unless otherwise agreed.
5.6 Latent Defects: Deemed acceptance of Goods or Services or payment of invoices by HML shall not constitute a waiver of any rights regarding latent defects subsequently discovered.
6. INSPECTION AND REJECTION
6.1 Right to Inspect: HML or its designated third-party inspectors may inspect and test Goods at the Supplier’s premises at any reasonable time prior to dispatch.
6.2 Right to Audit: HML reserves the right to audit the Supplier’s manufacturing facilities, quality systems, compliance data, and records upon reasonable advance notice.
6.3 Right of Rejection: If any Goods or Services fail to comply with the Contract or Specification, HML may reject them in whole or in part.
6.4 Remedies for Rejection: Where Goods or Services are rejected, HML may, at its sole discretion, require the Supplier to provide:
(a) Immediate repair or modification;
(b) Full replacement with conforming Goods;
(c) Immediate re-performance of the non-compliant Services;
(d) A full refund of any monies paid; or
(e) A combination of the above.
6.5 Supplier Costs: The Supplier shall bear all direct and indirect costs associated with rejected Goods or Services, including but not limited to transit, custom duties, logistics, product investigation, containment, and rework costs.
7. PRICE AND PAYMENT
7.1 Fixed Pricing: Prices stated in the Purchase Order shall be fixed and firm for the duration of the Contract, unless otherwise agreed explicitly in writing by a director of HML.
7.2 All-Inclusive Rates: Unless otherwise agreed, prices shall include all packaging, labeling, transport, customs clearance, duties, insurance, and associated administrative costs.
7.3 Value Added Tax: VAT shall be shown as a separate line item on all invoices where applicable.
7.4 Invoice Integrity: The Supplier shall submit valid VAT invoices only after delivery/performance has occurred, clearly quoting the corresponding Purchase Order number.
7.5 Disputed Invoices: HML reserves the right to withhold payment for any genuinely disputed amounts and will notify the Supplier of the dispute. The Supplier shall continue to perform its obligations under the Contract despite any ongoing payment dispute.
7.7 Set-Off Rights: HML may, without limiting any other rights or remedies, set off any sum owed to it by the Supplier against any sum payable by HML to the Supplier under this or any other contract.
8. COMPLIANCE WITH LAWS AND REGULATORY REQUIRMENTS
8.1 Statutory Compliance: The Supplier shall comply with all applicable legislation, statutory tools, regulations, and codes of practice.
8.2 Key Legislation Framework: Without limitation, the Supplier guarantees absolute compliance with:
- Safety & Employment
Health and Safety at Work etc. Act 1974
Consumer Protection Act 1987, Equality Act 2010 - Data & Ethics
Data Protection Act 2018
UK GDPR
Bribery Act 2010, Modern Slavery Act 2015 - Medical Devices
UK Medical Devices Regulations
UKCA requirements
CE marking directives - Chemicals & Environment
UK REACH
EU REACH
RoHS
WEEE
Environmental Protection Act 1990 - Packaging & Supply Chain
Packaging Waste Regulations
Extended Producer Responsibility (EPR) requirements
8.3 Technical Documentation: The Supplier shall provide declarations of conformity, technical files, raw material certificates, safety data sheets (SDS), test reports, and traceability documentation immediately upon request.
8.4 Material Breach: Any failure to comply with this Clause 8 shall be deemed an irremediable material breach of Contract.
9. PRODUCT SAFETY, RECALLS, AND FIELD ACTIONS
9.1 Mandatory Notification: The Supplier shall immediately notify HML in writing if it becomes aware of:
(a) Any actual or suspected safety defect in the Goods;
(b) Any voluntary or mandatory product recall, withdrawal, or field safety corrective action (FSCA);
(c) Any regulatory enforcement action, warning letter, or investigation affecting the Goods or the facilities in which they are produced.
9.2 Liability for Recalls: The Supplier shall fully indemnify and hold harmless HML against all costs, damages, expenses, and losses arising out of a product recall or field action caused by the acts, omissions, or defective products of the Supplier.
10. ETHICS, MODERN SLAVERY, AND ANTI-BRIBERY
10.1 Anti-Bribery Compliance: The Supplier shall maintain robust policies to ensure absolute compliance with the Bribery Act 2010 and shall not engage in any activity that could cause HML to violate anti-corruption laws.
10.2 Modern Slavery: The Supplier warrants compliance with the Modern Slavery Act 2015, maintains proactive due diligence across its own supply chains to prevent human trafficking or forced labour and shall provide verification evidence to HML upon request.
11. DATA PROTECTION AND CYBER SECURITY
11.1 Information Security: Both parties shall comply with their respective obligations under the Data Protection Act 2018 and UK GDPR.
11.2 Infrastructure Controls: The Supplier shall maintain robust, industry-standard cybersecurity controls (proportionate to risk frameworks such as Cyber Essentials or ISO 27001) to protect any information or systems shared by HML.
11.3 Breach Reporting: The Supplier must notify HML within 24 hours of detecting any cybersecurity incident or data breach that impacts or potentially compromises HML's data, systems, or business continuity.
12. ENVIRONMENTAL, PRODUCT STEWARDSHIP, AND ESG
12.1 Environmental Responsibility: The Supplier shall operate in an environmentally sustainable manner, striving for carbon reduction and minimal waste generation.
12.2 Substance Restrictions: The Supplier must immediately inform HML if any Goods contain Substances of Very High Concern (SVHC) or materials restricted under UK/EU REACH or RoHS frameworks.
12.3 Sustainability Data Sharing: To support HML’s net-zero and environmental targets, the Supplier shall, upon reasonable request, provide reliable data concerning:
(a) Product carbon footprints and emissions data;
(b) Material origins and conflict minerals declarations;
(c) Recycled material content and end-of-life recyclability indices.
13. INTELLECTUAL PROPERTY
13.1 Pre-existing IP: Each party retains ownership of its own background Intellectual Property Rights (IPR) existing prior to the commencement of the Contract.
13.2 Foreground IP Assignment: All intellectual property, designs, drawings, tooling designs, software, or data created specifically for HML under the execution of the Contract shall automatically vest in HML upon creation. The Supplier hereby assigns all rights, title, and interest in such foreground IPR to HML with full title guarantee.
13.3 Third-Party IPR Indemnity: The Supplier shall fully indemnify HML against all claims, damages, or costs alleging that the use or resale of the Goods or Services infringes third-party intellectual property rights.
14. CONFIDENTIALITY
14.1 Duty of Non-Disclosure: Each party shall keep strictly confidential all commercial, technical, operational, or proprietary knowledge obtained from the other party.
14.2 Exceptions: Confidential information may only be disclosed if required by law, court order, or to professional advisors who are bound by matching confidentiality terms.
14.3 Survival of Terms: This confidentiality obligation shall survive the expiration or termination of the Contract for a period of five (5) years.
15. INSURANCE AND RISK MANAGEMENT
15.1 Required Coverage: The Supplier shall maintain in force with a reputable insurance company the following minimum insurance policies:
(a) Employers' Liability Insurance.
(b) Public Liability Insurance.
(c) Product Liability Insurance.
(d) Professional Indemnity Insurance.
15.2 Proof of Insurance: The Supplier shall provide valid brokers’ certificates evidencing such coverages immediately upon HML's request.
16. LIABILITY AND INDEMNITY
16.1 General Indemnity: The Supplier shall fully indemnify, defend, and hold harmless HML, its directors, and employees against all losses, damages, liabilities, legal fees, and costs arising directly or indirectly from:
(a) Any breach of Contract or negligence by the Supplier;
(b) Defective Goods or workmanship;
(c) Breaches of statutory compliance, data protection, or environmental laws.
16.2 Uncapped Liabilities: Nothing in the Contract shall limit or exclude either party's liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be legally limited or excluded under English law.
17. TERMINATION
17.1 Termination for Cause: HML may terminate the Contract immediately by written notice without liability if the Supplier:
(a) Commits a material or repeated breach of any term of the Contract;
(b) Enters insolvency, liquidation, administration, bankruptcy, or makes an arrangement with creditors;
(c) Suffers a critical or unresolved quality failure that threatens HML's supply chain continuity.
17.2 Termination for Convenience: HML may terminate the Contract for convenience, in whole or in part, at any time by giving the Supplier thirty written notice. Upon receipt of such notice, the Supplier shall immediately minimise all costs and work-in-progress.
18. FORCE MAJEURE
18.1 Excusable Delay: Neither party shall be in breach of the Contract or liable for delays resulting from a Force Majeure event (acts of God, war, terrorism, government mandates, or natural disasters) provided it is beyond the reasonable control of the affected party and could not have been mitigated by business continuity plans.
18.2 Mitigation and Notice: The affected party must notify the other party immediately in writing and take all reasonable steps to mitigate the impact.
18.3 Extended Interruption: If a Force Majeure event prevents the Supplier from fulfilling its obligations for a continuous period exceeding sixty (60) days, HML may terminate the Contract immediately without liability.
19. MISCELLANEOUS AND GENERAL Provisions
19.1 Assignment: The Supplier shall not assign, transfer, or encumber its rights or obligations under the Contract without HML's prior written consent.
19.2 Third-Party Rights: A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
19.3 Severability: If any provision of these Conditions is found by a court to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
19.4 Entire Agreement: The Contract constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions, negotiations, or understandings.
20. GOVERNING LAW AND JURISDICTION
20.1 Governing Law: The Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with the laws of England and Wales.
20.2 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising under or in connection with the Contract.