Purchase Order Terms and Conditions
Last updated: 27 March 2026 – Version 1.2026
Contents
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1. Definitions
“Affiliate” means in relation to any party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time.
“AZTEC” means any Aztec Group company set out in the Purchase Order.
“Business Day” means a day, other than Saturday, Sunday or public holiday in the jurisdiction of incorporation of AZTEC.
“Business Hours” means 0900 hrs to 1700 hrs on a Business Day.
“Contract” means these Terms and Conditions, the Purchase Order, and any documents referred to therein.
“Days” means calendar days, save where the context otherwise requires.
“Data Protection Legislation” means all applicable laws relating to the processing of personal data (including without limitation, the privacy of electronic communications) from time to time.
“Deliverables” means all documents, products, designs, software, reports, specifications, plans and other material and items of any kind (including drafts) developed, provided or to be provided by or on behalf of the Supplier as part of or in relation to the Services.
“Delivery Address” means the address specified in the Purchase Order or as instructed by AZTEC before delivery.
“Delivery Date” means date specified in the Purchase Order or, if no such date is specified, then within 14 days of the date of the Purchase Order.
“Goods” means the goods (or any part of them) set out in the Purchase Order.
“VAT” means value added tax (or equivalent) chargeable in the Supplier’s jurisdiction or elsewhere.
“Intellectual Property Rights” means all copyright, trademarks, patents, design patents, and designs, trade names, all rights arising from the use of or existing in connection with domain names, rights in trade dress, rights in or relating to databases, and any other form of statutory protection of any kind in the world and any other intellectual property rights (registered or unregistered) throughout the world including all rights to any applications and pending registrations and the right to sue for and recover damages for past infringements in respect of the same.
“Purchase Order” means AZTEC order relating to the supply of Goods and/or Services supplied to the Supplier with AZTEC’s written acceptance in accordance with the terms of the Contract.
“Services” means all the Services that the Supplier is required to carry out under the Contract.
“Supplier” means the supplier of any Goods or Services under the Contract.
2. Purchase Order
2.1 The Purchase Order constitutes an offer by AZTEC to purchase the Goods or Services, or Goods and Services from the Supplier in accordance with these Terms and Conditions.
2.2 The Purchase Order shall be deemed to be accepted on the earlier of:
(a) The Supplier issuing written acceptance of the Purchase Order; or
(b) Any act by the Supplier consistent with fulfilling the Purchase Order.
2.3 Where a specific written contract has been entered into between AZTEC and the Supplier in respect of the Goods or Services, it shall prevail.
3. Supply of Goods
3.1 The Supplier shall supply the Goods to AZTEC in accordance with the terms of the Contract.
3.2 The Supplier shall ensure that the Goods shall:
(a) be free from defects in design, materials and workmanship and remain so for 12 months after delivery;
(b) be of satisfactory quality, meet the expectations of AZTEC, be free of defects and in good condition, and fit for any purpose held out by the Supplier or made known to the Supplier by AZTEC, expressly or by implication, and in this respect AZTEC relies on the Supplier’s skill and judgment;
(c) conform with the specifications, drawings, descriptions given in any material (in whatever format made available by the Supplier) supplied by, or on behalf of, the Supplier; and
(d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
4. Delivery of Goods
4.1 The Supplier shall ensure that:
(a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
(b) each delivery of the Goods is accompanied by a delivery note correctly addressed to AZTEC which shows the Purchase Order number, order and dispatch dates, the type and quantity of the Goods, returns instructions and, in the case of part delivery, the outstanding balance remaining to be delivered; and if the Supplier requires AZTEC to return any packaging material for the Goods to the Supplier, that fact is clearly stated; and
(c) any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
4.2 The Supplier shall deliver the Goods:
(a) on the Delivery Date;
(b) to the Delivery Address; and
(c) during Business Hours or as instructed by AZTEC.
4.3 Delivery of the Goods is completed on the completion of unloading of the Goods at the Delivery Address.
4.4 Where the Supplier fails to deliver:
(a) less than 95% of the Goods, AZTEC may reject the Goods; or
(b) more than 105% of the Goods, AZTEC may reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Supplier’s risk and cost. If the Supplier delivers more or less than quantity of Goods ordered, and AZTEC accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
4.5 The Supplier shall not deliver the Goods in instalments without AZTEC’s prior written consent. If delivery of the Goods by instalments is agreed, the Supplier shall invoice and AZTEC shall pay each instalment separately. However, failure by the Supplier to deliver any one instalment on time or at all, or any defect in an instalment shall entitled AZTEC to the remedies set out in this paragraph 4.
4.6 Title and risk in the Goods shall pass to AZTEC on completion of delivery.
5. Supply of Services
5.1 The Supplier shall from the date set out in the Purchase Order, supply the Services to AZTEC in accordance with the terms of the Contract.
5.2 The Supplier shall meet any performance dates for the Services specified in the Purchase Order (or as otherwise agreed between AZTEC and the Supplier and time is of the essence in relation to any of those performance dates.
5.3 In supplying the Services, the Supplier shall:
(a) co-operate with AZTEC in all matters relating to the Services and comply with all AZTEC’s instructions;
(b) perform the Services with all reasonable care, skill and diligence in accordance with best industry practice in the Supplier’s industry, trade or profession;
(c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;
(d) ensure that the Services shall conform with all descriptions and specifications set out in the Contract and that the Deliverables shall be fit for any purpose that AZTEC expressly or impliedly makes known to the Supplier;
(e) obtain and at all times maintain all licences and consents which may be required for the provision of the Services, and comply with all appliable laws;
(f) provide all equipment, tools and vehicles and other items as are required to provide the Services;
(g) observe all health and safety rules and regulations and any other security requirements that apply at any of AZTEC’s premises; and
(h) not do or omit to do anything which may cause AZTEC and its Affiliates to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that AZTEC may rely or act on the Services.
6. AZTEC Remedies
6.1 If the Supplier fails to deliver the Goods on the Delivery Date or perform the Services by the applicable date then without limiting its other rights or remedies implied by statute or common law, AZTEC shall be entitled:
(a) to terminate the Contract with immediate effect by giving notice to the Supplier;
(b) to refuse to accept any subsequent performance of the Services or delivery of the Goods which the Supplier attempts to make;
(c) to request the Supplier, free of charge, to deliver substitute Goods or perform substitute Services within the timescales specified by AZTEC;
(d) to require the Supplier, free of charge to repair or replace the rejected Goods or Services, or to provide a full refund of the price of the rejected Goods or Services (if paid);
(e) to reject the Goods (in whole or part) and return them to the Supplier at the Supplier’s own risk and expense and AZTEC shall be entitled to a full refund on those Goods or part of Goods duly returned;
(f) to buy the same or similar Goods or Services from another supplier and to recover any expense incurred in respect of buying the Goods and Services from another supplier which shall include but not be limited to administration costs, chargeable staff time and extra delivery costs;
(g) to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided or Goods that it has not delivered; and
(h) to claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to meet such dates.
6.2 These Terms and Conditions shall extend to any substituted or remedial services or repaired, or replacement goods supplied by the Supplier.
7. AZTEC Obligations
7.1 AZTEC shall:
(a) provide the Supplier with reasonable access at reasonable times to AZTEC’s premises for the purpose of providing the Services; and
(b) provide such necessary information for the provision of the Services as the Supplier may reasonably request.
8. Charges and Payment
8.1 The charges for the Goods and/or Services shall be as set out in the Purchase Order and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by AZTEC, the charges for the Goods and/or Services shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or Services. In respect of the supply of Goods, this shall include but not be limited to the costs of packaging, insurance, delivery, unloading, stacking and carriage.
8.2 The Supplier shall submit an invoice within 28 days of supplying the Goods or Services to the satisfaction of AZTEC. The invoice shall be on letterhead paper correctly addressed to AZTEC and include such supporting information required by AZTEC to verify the accuracy of the invoice, including but not limited to the relevant Purchase Order number, a breakdown of the Goods and/or Services supplied and the amount of VAT payable. Save where an invoice is disputed, AZTEC shall pay the Supplier within 60 days of receipt of an invoice. Invoices must be emailed to: accountspayable@aztecgroup.co.uk.
8.3 Whenever under the Contract any sum or sums of money shall be recoverable from or payable by the Supplier to AZTEC, that amount may be deducted from any sum then due, or which at any later time may become due, to the Supplier under the Contract or under any other contract with AZTEC.
9. Prevention of Fraud and Corruption
9.1 The Supplier shall not receive or agree to receive from any person, or offer or agree to give to, or procure on behalf of any person in the employment of AZTEC of any Affiliate, any gift or consideration of any kind as an inducement or reward for doing or not doing anything, or for showing favour or disfavour to any person in connection with the Contract.
10. Data Handling
10.1 The Supplier shall comply with any notification requirements under the Data Protection Legislation and shall duly observe all their obligations under the Data Protection Legislation which arise in connection with the Contract.
10.2 When handling AZTEC or any Affiliate’s data (whether or not personal data), the Supplier shall ensure the security of the data is maintained in line with the security requirements of AZTEC as notified to the Supplier from time to time.
10.3 Notwithstanding the general obligation in paragraph 10.2, where the Supplier is processing personal data for AZTEC as a data processor the Supplier shall:
(a) ensure that it has in place appropriate technical and organisational measures to ensure the security of the personal data (and to guard against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data);
(b) provide AZTEC with such information as AZTEC may reasonably request to satisfy itself that the Supplier is complying with its obligations under the Data Protection Legislation;
(c) promptly notify AZTEC of any breach of the security requirements of AZTEC;
(d) promptly notify AZTEC of any request for access to or a request to rectify or erase personal data;
(e) ensure that it does not knowingly or negligently do or omit to do anything which places AZTEC in breach of AZTEC’s obligations under the Data Protection Legislation;
(f) ensure that its staff are suitably trained; and
(g) ensure that personal data is not transferred outside the United Kingdom or European Economic Area without AZTEC’s prior written consent.
10.4 In addition to the above, when handling AZTEC or its Affiliate’s personal data, the Supplier shall comply fully with the requirements set out in AZTEC’s Data Processing and Sharing Requirements Schedule which is available to the Supplier on request.
11. Disclosure of Information
11.1 The Supplier shall not disclose any confidential information received from AZTEC or any Affiliate, shall safeguard it accordingly and shall not disclose it to any other person without the prior written permission of AZTEC, unless such disclosure is required by law, any governmental or regulatory authority or by a court of competent jurisdiction.
11.2 The Supplier shall only disclose such confidential information to those of its employees and professional advisers who need to know it for the purpose of discharging the Supplier’s obligations under the Contract and shall ensure that such employees and professional advisers comply with the obligations set out in this paragraph 11.2 as though they were a party to the Contract.
11.3 The Supplier shall not disclose any other information, which is not confidential information, relating to the Contract or AZTEC and an Affiliate’s activities without the prior written consent of AZTEC, unless such information is already in the public domain.
11.4 This paragraph 11 shall survive termination or expiry of the Contract.
12. Discrimination
12.1 The Supplier shall perform its obligations under the Contract in accordance with all applicable equality law and AZTEC’s equality and diversity policy as provided to the Supplier from time to time.
13. Sub-contracting and Assignment
13.1 The Supplier shall not sub-contract or transfer, assign, charge, or otherwise dispose of the Contract or any part of it without the prior written consent of AZTEC. Where the Supplier enters into a contract with a supplier or sub-supplier for the purpose of performing the Contract or any part of it, he shall cause a term to be included in such contract which requires payment to be made by the Supplier to the supplier or sub-Supplier within a period not exceeding 30 days from receipt of a valid invoice as defined by the contract requirements.
14. Intellectual Property Rights
14.1 In respect of any Goods that are transferred to AZTEC as part of the Services under the Contract, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the Delivery Date of such items to AZTEC, it will have full and unrestricted rights to sell and transfer all such items to AZTEC.
14.2 Subject to any prior rights of AZTEC, and to the rights of third parties arising otherwise than under the Contract, such intellectual property rights as are derived from or arise as a result of the performance of the Contract by the Supplier shall vest in the Supplier. The Supplier hereby grants AZTEC a perpetual, royalty-free, irrevocable, non-exclusive licence to use all intellectual property rights in the materials created or developed pursuant to the Contract.
14.3 The Supplier shall keep AZTEC indemnified against all liabilities, costs, expenses, damages and losses suffered incurred by AZTEC as a result of or in connection with any claim made against AZTEC for actual or alleged infringement of a third party’s intellectual property rights arising out or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees and professional advisers.
14.4 This paragraph 14 shall survive termination or expiry of the Contract.
15. Termination
15.1 Without limiting its other rights or remedies, AZTEC may terminate the Contract:
(a) in respect of the supply of Services, at any time by giving the Supplier one month’s (or, if the Contract is less than 3 months in duration, at least 10 working days’) written notice; and
(b) in respect of the supply of Goods, in whole or in part at any time before delivery with immediate effect by giving written notice to the Supplier, whereupon the Supplier shall discontinue all work on the Contract. AZTEC shall pay the Supplier reasonable costs necessarily and properly incurred by him as a result of the termination, excluding loss of profit and consequential losses, provided that the amount shall not exceed the total cost of the Contract.
15.2 Without prejudice to any other right or remedy it might have, AZTEC may terminate the Contract by written notice to the Supplier with immediate effect if the Supplier:
(a) without prejudice to this paragraph 15, is in material breach of any obligation under the Contract which is not capable of remedy;
(b) repeatedly breaches any of the terms and conditions of the Contract in such a manner as to reasonably justify the opinion that its conduct, intention or ability to give effect to the terms and conditions of the Contract is fundamentally impaired;
(c) is in material breach of any obligation which is capable of remedy, and that breach is not remedied within 30 days of the Supplier receiving notice specifying the breach and requiring it to be remedied;
(d) breaches any of the provisions of paragraphs 9, 10,11, 12, 13 and 21; and
(e) becomes insolvent, or if an order is made or a resolution is passed for the winding up of the Supplier (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator or administrative receiver is appointed in respect of the whole or any part of the Supplier’s assets or business, or if the Supplier makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt in any jurisdiction.
15.3 Termination or expiry of the Contract shall not affect the rights of the parties to the Contract that may have accrued prior to termination or expiry and shall not affect clauses which expressly or by implication survive termination or expiry of the Contract.
15.4 Upon termination or expiry of the Contract, the Supplier shall:
(a) give all reasonable assistance to AZTEC and any incoming supplier of the Goods and/or Services; and
(b) return all requested documents, information and data to AZTEC as soon as reasonably practicable.
16. Loss or Damage
16.1 The Supplier shall, without delay and at the Supplier’s own expense, reinstate, replace or make good to the satisfaction of AZTEC, any loss or damage arising in connection with the performance of the Contract, or, if AZTEC agrees, compensate AZTEC for such loss or damage, except to the extent that the loss or damage is caused by the negligence of AZTEC.
16.2 “Loss or damage” includes but is not limited to: loss or damage to property; personal injury, sickness or death; and loss of profits or loss of use suffered as a result of any loss or damage.
16.3 This paragraph 16 shall survive termination or expiry of the Contract.
17. Insurance
17.1 The Supplier shall effect and maintain an adequate level of insurance cover in respect of all risks that may be incurred by him in the performance of the Contract.
18. Notices
18.1 A notice may be served: by delivery to the Supplier; by sending it by email to him; or by ordinary first-class post to the Supplier’s last known place of business or registered office. A notice shall be deemed served at the time of delivery, at the time of receipt for an email, or on the second working day after posting.
19. Governing Law and Jurisdiction
19.1 The Contract shall be governed by and interpreted in accordance with the applicable laws below. Where Aztec is incorporated in:
(a) England, the laws of England and Wales will apply;
(b) Ireland, the laws of Ireland will apply;
(c) Jersey, the laws of the Bailiwick of Jersey will apply;
(d) Guernsey, the laws of the Bailiwick of Guernsey will apply;
(e) Luxembourg, the laws of the Duchy of Luxembourg will apply; and
(f) Delaware, the laws of the State of New York, United States of America will apply.
19.2 The courts of the relevant jurisdiction above, shall have exclusive jurisdiction to settle any claim arising out of or in connection with the Contract.
20. Variations to the Contract
20.1 The Contract may only be varied if it is in writing and signed by the Supplier and AZTEC.
21. General
21.1 A person who is not a party to the Contract shall have no right to enforce any of its provisions which, expressly or by implication, confer a benefit on him, without the prior written agreement of the parties.
21.2 Any waiver or relaxation either partly, or wholly of any of the terms and conditions of the Contract shall be valid only if it is communicated to the other party in writing and expressly stated to be a waiver. A waiver of any right or remedy arising from a breach of contract shall not constitute a waiver of any right or remedy arising from any other breach of the Contract.
21.3 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
21.4 If any provision of the Contract is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Contract and rendered ineffective as far as possible without modifying the remaining provisions of the Contract, and shall not in any way affect any other circumstances of or the validity or enforcement of the Contract.
21.5 The Contract constitutes the entire agreement between the parties.
21.6 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.]