Venari Group Purchase Order Terms & Conditions

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Venari Group Purchase Order Terms & Conditions

 

 Order Acknowledgement – Please acknowledge receipt of this Purchase Order and the prices specified by return e-mail at your earliest opportunity or within 24 hours of the sent date. Procurement team e-mail address purchasing@venari-group.com

Order Confirmation – Please confirm compliance to all the details contained within this order or advise any issues or changes at your earliest opportunity or within 48 hours of the sent date. Procurement team e-mail address purchasing@venari-group.com

Price Acceptance – Your acceptance and processing of this order accepts that the price quoted is the price to be paid for this purchase order.  Any challenges to the price on this PO must be evidences up front by providing the written acceptance from VENARI GROUP or the order with be placed on “Payment Hold”.  Ongoing breaches of this process may drive VENARI GROUP to review the supply of the product. Procurement team e-mail address purchasing@venari-group.com

Supplier Invoices – Must be submitted to the Accounts e-mail address accounts@venari-group.com quoting the purchase order and the actual submission date. (Invoices not quoting an valid purchase order number will not be processed)

Terms & Conditions – The VENARI GROUP standard terms and conditions short form attached                                                          Delivery Hours (Excluding bank Holidays): Monday – Thursday 8am – 4pm and Friday  8am – 1.30pm

SPECIAL NOTE;

Venari Group vehicles may be subject to European or GB Type Approval for M1 passenger vehicles. The supplier is responsible for ensuring that their products comply with the requirements for any systems, components & separate technical units designed & constructed for such vehicles. Note that ‘Double Crewed Ambulances’ are subject to the requirements of the NHS Double Crewed Ambulance Specification (Publication approval reference: PAR356) as amended from time to time. Where applicable approvals or test reports for any systems, components & separate technical units must be provided prior to purchase orders being placed.

  • All electrical items to be Reg10 Compliant and with certificate
  • All seats must comply with Reg14, Reg16 and Reg17 with certificate
  • All combustible sheet materials must comply with a sub-100mm per minute burn rate and be certificated as such

 

General Overview of Short Form Terms and Conditions:

  1. Unless otherwise stated in the terms and conditions of your contract, this Purchase Order is for VENARI GROUP and you acknowledge and agree that Venari Group’s affiliates, subsidiaries and group undertakings (“Group Companies”) may receive and rely on the goods or services supplied.
  2. For the purposes of the short form terms and conditions these will take precedence over the Venari Group terms and conditions of contract. For clarification, the order of priority for any agreement shall be:

(i) Contract Agreement; (ii) Purchase Order; (iii) Short Form Terms and Conditions; (iv) Venari Group Standard Terms and Conditions.

  1. The price specified on this Purchase Order is the current VENARI GROUP understanding of our jointly agreed price for each item included.By accepting this Purchase Order you are accepting this is the price to be paid and that your invoice will reflect these prices (see point 14).  Any changes to price must be evidenced by a written acceptance from VENARI GROUP or the order will be placed on “Payment Hold” and VENARI GROUP will not accept paying a different price for this Purchase Order unless the written evidence can be provided. Ongoing breaches of this process may drive VENARI GROUP to review the supply of product due to the joint costs involved in administering Price Variances.
  2. As the supplier contracting with Venari Group under this arrangement you are deemed to have accepted the Venari Group standard terms, please request if you require a copy.
  3. Any work commenced without a formal Purchase Order in place will be at the Supplier risk for any goods, services or prototype production.Any Goods booked into Venari Group Stores, which are later identified as not fit for purpose, damaged, or needing to be returned to a supplier, shall follow the standard returns policy from point of identification of any issue.  Any services provided deemed to have failed to meet the outlined work specification shall be subject to payment rejection until agreed rectification work concluded, this may include services deemed not fit for purpose.
  4. All Standard Forms are available via the Venari Group Procurement Team.The Standard forms include as a minimum Purchase Order Number, Venari Group Part Numbers, Descriptions, and Delivery Terms.

 

Short Form Terms & Conditions:

  1. The Supplier shall, from the Commencement Date and for the duration of this Agreement, provide the Goods or Services and the associated Deliverables in accordance with this Agreement, doing so with reasonable care and skill and in accordance with Good Industry Practice; and not do anything to bring the name or reputation of Venari Group or any member of the Venari Group into disrepute or prejudice the interests of the whole or any part of the Venari Group.
  2. Where the Purchase Order Attachment confirms that this Agreement includes the supply of Goods, the Supplier shall supply those Goods in accordance with Venari Group Terms and Conditions.Unless otherwise agreed by the parties in writing, full legal title, beneficial interest and risk in the Goods will transfer to Venari Group at the point that Venari Group’s representative accepts delivery of the Goods at the relevant delivery location.
  3. Following acceptance of the Goods by Venari Group’s representative, the Supplier may issue its invoice for the Goods concerned to Venari Group. If installation and operation of the Goods is conditional on preparatory work being carried out at any relevant Venari Group premises, the Supplier must give Venari Group written details of those requirements and provide any assistance (without any additional charge) that Venari Group may reasonably require to ensure that those preparations are completed on time.
  4. The Supplier shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods. The Supplier shall not unreasonably refuse any request by Venari Group to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier or any third party prior to despatch, and the Supplier shall provide Venari Group with all facilities reasonably required for inspection and testing.
  5. If as a result of inspection or testing Venari Group is not satisfied that the Goods will comply in all respects with this Agreement, and Venari Group so informs the Supplier within seven days of inspection or testing, the Supplier shall take such steps as are necessary to ensure compliance. The Goods shall be marked in accordance with Venari Group’s instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.
  6. Without prejudice to any other rights or remedies available to Venari Group under these terms and conditions or more generally, where some or all of the Goods are found by Venari Group to be faulty or where the Supplier is in breach of any of the warranties or representations detailed, Venari Group shall be entitled to: reject the Goods (in whole or in part), whereupon the Supplier shall within 5 working days of receipt of any notice to that effect, refund to Venari Group any Charges paid by Venari Group in respect of those Goods; and/or require the Supplier to replace the Goods concerned within 2 working days of receipt of a notice from Venari Group to that effect (or such longer period as may be agreed in writing between the parties), it being agreed that in either case, the Supplier shall (at the Supplier’s sole cost and expense) collect the non-functioning Goods and (where applicable) deliver and install suitable replacements. Where Venari Group exercises its right to reject / cancel in accordance with this Clause, and does not require replacement Goods, Venari Group shall cease to be bound to pay that part of the Charges which relates to Goods which have been rejected or cancelled.
  7. The Supplier shall ensure that all personnel involved in the provision of the Services, Deliverables and Goods when in attendance at Venari Group premises shall, at all times observe and comply with any and all health and safety, security and other policies notified by Venari Group in relation to such premises together with any and all further reasonable instructions or warnings given by Authorised Users orally or in writing from time to time.
  8. In consideration of the Supplier’s provision of the Services, Deliverables and Goods in accordance with this Agreement Venari Group shall not pay Charges, which, unless otherwise expressly stated in the Purchase Order Attachment, this order shall be deemed to be inclusive of all costs, fees and expenses associated with the provision of the Services, Deliverables and Goods. The Supplier shall not increase the Charges without the prior written consent of Venari Group.The Supplier shall submit invoices in accordance with the invoicing arrangements detailed in the Purchase Order Attachment. In order to facilitate payment, the Supplier’s invoice shall provide details of its bank account details.. Correctly submitted invoices shall be paid by Venari Group to the terms in the Suppliers Contract with Venari. Venari Group shall be entitled to set off against the Charges any sums owed to Venari Group by the Supplier.
  9. All right, title and interest (including all Intellectual Property) in and to the Deliverables shall be the exclusive property of and shall vest in Venari Group upon creation. The Supplier shall not be entitled to use the whole or any part of the Deliverables except as permitted by this Agreement.All right, title and interest (including all Intellectual Property) in the Background Elements shall be the exclusive property of the Supplier. The Supplier hereby grants Venari Group a non-exclusive, world-wide, royalty free, irrevocable, perpetual and fully transferable licence for Venari Group and other Authorised Users to use the Background Elements to facilitate the use of the Deliverables for the internal purposes of Venari Group.
  10. The Supplier warrants and represents that it shall be a condition of this Agreement that: it has full capacity and authority and all necessary consents to enter into and to perform its obligations under this Agreement; it will carry out the Services in accordance with this Agreement and with reasonable skill and care, in accordance with good industry practice using appropriately trained, qualified and experienced staff; and receipt of the Services and/or ownership and/or use of the Deliverables and/or Goods will not infringe the Intellectual Property rights or other rights of any third party.The Supplier further warrants and represents that all Services, Deliverables or Goods provided to Venari Group or any member of the Venari Group or brought to any premises of Venari Group or any member of the Venari Group for the purposes of this Agreement will be free of any computer viruses, date related coding or any other harmful software code which may cause an interruption to the business processes of Venari Group or any member of the Venari Group.
  11. Each party shall keep the other’s Confidential Information confidential and shall not divulge the same to any third party except for the purposes of this Agreement or use it itself for any other purpose without the prior written consent of the other party.
  12. In the event that the provision of the Services will require the Supplier to Process Personal Data on behalf of Venari Group, the Supplier will do so as Venari Group’s Processor and only in accordance with this Agreement.
  13. Either party shall be entitled to terminate this Agreement with immediate effect by notice in writing to the other if the other commits a material breach of this Agreement and, where the breach is capable of remedy, has failed to remedy that breach within thirty (30) days of written notice requiring remediation.
  14. The Supplier shall: comply with all Applicable Laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”); have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the relevant policies, and will enforce them where appropriate; and ensure that all persons associated with the Supplier (including any sub-contractor) comply with this.