Supplier terms and conditions

These Conditions, in conjunction with the Supplier’s terms, scope and proposal, shall govern and be incorporated into each contract for the purchase of Goods and/or Services by System C Healthcare Limited (“System C”) or its subsidiaries and may only be varied with the written agreement of System C. No other terms or conditions put forward at any time by the Supplier shall form any part of this contract.

1. DEFINITIONS

1.1 In these Conditions an "Order" means a purchase order issued by System C to the Supplier for the Goods and Services, "the Goods" means the goods described in an Order and "Services" means the services described in an Order and “Loss” means any actions, suits, claims, demands, losses, charges, costs and expenses suffered or incurred.
1.2 In these Conditions (unless the context otherwise requires) the words "including" and "include" shall not be deemed to limit the general effect of the words which precede them, words importing the singular shall include the plural and vice versa and any reference to any legislative provision shall be deemed to include any subsequent re-enactment or amending provision.

2. ACCEPTANCE OF ORDER

2.1 The acknowledgement by the Supplier of the Order or the commencement of delivery of Goods or performance of Services, constitutes the Supplier's acceptance of the Order subject to these Conditions. 
2.2 System C is not liable for any Order unless it has been placed on behalf of System C by its duly authorised representative and the Supplier confirms its acceptance of such Order and these Conditions as set out in Condition 2.1 above.

3. GOODS AND SERVICES

3.1 The Supplier shall ensure that: 
(a) the Goods and Services shall be to the reasonable satisfaction of System C and shall conform in all respects with the specification agreed between the parties; 
(b) the Goods and Services shall conform in all respects with all applicable laws and legislation from time to time in force; 
(c) the Goods shall be of satisfactory quality, of good materials and workmanship, substantially free from defects, fit and sufficient for the purpose for which such goods are ordinarily used and for any particular purpose made known to the Supplier; and 
(d) the Services will be provided in accordance with the terms of the Order, with reasonable care, skill and diligence, using properly experienced and qualified people.

4. PRICE AND PAYMENT

4.1 The price of the Goods and Services shall be as stated in the Order and includes all costs of supplying the same. 
4.2 The Supplier may invoice System C for the price of the Goods and Services plus VAT at the prevailing rate. Payment shall be due 30 days after receipt of a correct invoice if the Goods and Services are accepted by System C. 
4.3 System C reserves the right to withhold any disputed portions of payments until the dispute is resolved but undisputed amounts shall be paid by the due date. 
4.4 System C may offset any amount owing to it from the Supplier against any amount owed to the Supplier.

5. DELIVERY

5.1 The Supplier shall deliver the Goods and provide the Services at the place, date and time specified in the Order. If no time is specified delivery shall take place within a reasonable time. 
5.3 The Supplier shall indemnify System C in respect of any Loss resulting from or in connection with any damage or injury (whether fatal or otherwise) in the course of delivery or installation to the extent that any such damage or injury is attributable to any act or omission of the Supplier or its sub-contractors. 
5.2 The time of delivery shall be of the essence and failure to deliver within the time specified (or within a reasonable time) shall permit System C to cancel all or part of the Order and return any Goods already delivered.

6. PROPERTY AND RISK

6.1 Property and risk in the Goods shall pass to System C at the time of delivery.

7. INSPECTION, REJECTION AND GUARANTEE

7.1 The Supplier shall permit System C or its authorised representatives to make any inspections or tests it may reasonably require. 
7.2 System C may by written notice to the Supplier reject any of the Goods or Services which fail to meet its specified requirements. Such notice shall be given within a reasonable time after delivery to System C of the Goods concerned and shall entitle System C to obtain a refund from the Supplier in respect of the Goods and/or Services, or: 
(a) to have the defective Goods as quickly as possible either repaired by the Supplier or (as System C shall elect) replaced by the Supplier with the Goods which comply in all respects with the requirements; and/or 
(b) to have the relevant Services re-performed so as to meet the requirements specified herein. 
7.3 The Supplier further warrants that the Goods and Services shall meet the requirements specified by System C from delivery or performance of the same until 12 months (or such longer period as the parties may agree) after such Goods are put into service or such Services are performed (as the case may be). If System C shall within such period give notice in writing to the Supplier of any defect in any of the Goods and/or Services the Supplier shall as quickly as possible remedy such defects (whether by repair or replacement as System C shall elect) without cost to System C. 
7.4 Any Goods rejected or returned by the Purchaser as described in paragraph 7.2 or 7.3 shall be returned to the Supplier at the Supplier's risk and expense.

8. LABELLING AND PACKAGING

8.1 The Goods shall be packed and marked in a proper manner and in accordance with System C’s instructions and any statutory requirements and any requirements of the carriers. 
8.2 System C accepts no liability for packaging materials unless expressly agreed in advance.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 None of the Goods or Services will infringe any patent, trade mark, registered design, copyright or other intellectual property right ("IPR") of any third party and the Supplier shall indemnify System C against all Loss resulting from or in connection with any such infringement or alleged infringement. 
9.2 All rights (including ownership and copyright) in any specifications, instructions, plans, drawings, patterns, models, designs or other material furnished to or made available to the Supplier by System C in connection with the Order ("Materials") shall remain vested solely with System C (except the right to use such Materials solely to the extent necessary for the implementation of the Order). The Supplier shall not, without prior written consent of System C, use or disclose any such Materials or rights therein. 
9.3 Any IPR arising out of or in relation to the Supplier's performance of its obligations in respect of any Order (including any IPR in relation to any Goods and Services) shall. upon its creation, vest in System C and the Supplier shall do all such further acts and execute all such documents as may from time to time be necessary to give full effect to this Condition. 
9.4 The Supplier shall not use, copy or disclose any confidential information for any purpose other than to the extent required to perform its obligations hereunder. This Condition does not apply to information which is or becomes publicly known other than by a breach of these Conditions; can be shown to have been known by the Supplier before disclosure by System C to the Supplier; is or becomes available to the Supplier otherwise than from System C; and/or is required to be disclosed by law.

10. INDEMNITY AND INSURANCE

10.1 The Supplier shall indemnify System C against all Loss resulting from or in connection with any damage to property or in respect of any injury (whether fatal or otherwise) to any person which, in either case, may result directly or indirectly from any defect in the Goods or the negligent or wrongful acts of the Supplier. 
10.2 The Supplier shall effect with a reputable insurance company a policy or policies of insurance covering all the matters which are the subject of indemnities under these Conditions. 
10.3 Nothing in these Conditions shall exclude or restrict either party's liability for fraud or for death or personal injury caused by that party's negligence.

11. TERMINATION

11.1 System C may cancel the whole or any part of an Order at any time by written notice to the Supplier if: 
(a) the Supplier breaches any obligation hereunder (and, where the breach is capable of remedy, fails to remedy such breach within 14 days of receiving notice of the same); 
(b) circumstances exist or are likely to exist which in System C’s reasonable opinion materially adversely affect the Supplier's performance of its obligations hereunder, or the basis on which any Orders were entered into; and/or 
(c) any substantive step is taken towards the Supplier's bankruptcy, administration, administrative receivership, receivership, winding up and/or dissolution.

12. ASSIGNMENT AND SUB-CONTRACTING

12.1 The Supplier shall not without the written consent of System C sub-contract and/or assign the benefit or burden of the whole or any part of an Order. 
12.2 No sub-contracting by the Supplier shall in any way relieve the Supplier of any of his responsibilities under the Order.

13. DATA PROTECTION

13.1 This clause 13 is in addition to, and does not relieve or remove or replace the Supplier’s obligations under the General Data Protection Regulation and the Data Protection Act 2018 (“Data Protection Legislation”).
13.2 The Supplier shall in relation to any Personal Data (as defined in the Data Protection Legislation) processed in connection with an Order:
(a) process that Personal Data only on the written instructions of System C;
(b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
(d) notify System C without delay on becoming aware of a Personal Data breach;
(e) at System C’s request to delete or return any Personal Data On termination of the Order unless there is a legal requirement to retain the Personal Data; and
(f) maintain complete and accurate records to demonstrate compliance with this clause 13.

14. GENERAL

14.1 The rights and remedies of System C provided in these Conditions are cumulative and are not exclusive of any rights or remedies provided at law or in equity. 
14.2 The rights and remedies of System C may be waived only in writing and specifically, and any failure to exercise or any delay in exercising a right or remedy by System C shall not constitute a waiver of that or any other right or remedy. 
14.3 A person who is not party to an Order shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such Order. 
14.4 Nothing in these Conditions is intended to create a partnership or legal relationship of any kind that would impose liability upon one party for the act or failure to act of the other party between the parties, or to authorise either party to act as agent for the other. 
14.5 If any of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable but would cease to be invalid or unenforceable if some part of the provision were deleted, the provision in question shall apply with such modification and/or deletion as may be necessary to make it valid and enforceable. 
14.6 These Conditions shall be governed by and construed in accordance with English law and the parties hereby irrecoverably submit to the jurisdiction to the English courts save in relation to enforcement where jurisdiction shall be non-exclusive.