Website Terms and Conditions
If you access and use the Certus website, you automatically agree to be bound by the terms and conditions set out below. Please ensure that you understand these terms and conditions before proceeding any further:
- This Web Site is established in Ireland and the terms and conditions and the use by you of this Web Site shall be governed by Irish Law and any disputes whatsoever in relation to the Web Site shall be governed by the Laws of the Republic of Ireland and shall be determined by the exclusive jurisdiction of the Irish Courts.
- Certus has taken great care to ensure that all information on the Web Site is accurate at the time of inclusion. However, Certus does not represent that this is the case and Certus accepts no responsibility for any inaccuracies or omissions. All users of the Web Site should obtain professional advice prior to relying on the information contained in these pages.
- Nothing in this Web Site should be taken to constitute an offer to provide any financial service or product whatsoever. Any conditions relating to the products and services listed on this Site are available by contacting Certus directly.
- Communications via E-Mail are not secure and accordingly personal information or sensitive information should not be transmitted.
- The Certus Web Site is linked to other Web Sites not maintained by Certus and the user should be aware of this when communicating with the Certus Web Site.
- Certus accepts no responsibility or liability for any loss or damage howsoever arising as a result of the use of or reliance on information contained within this Site.
- The Certus Web Site and its content and design is the copyright of Certus and should not be used without the express prior written consent of Certus.
- This Site is intended for Republic of Ireland residents unless otherwise stated.
Standard Purchase Order Terms and Conditions
CERTUS (the “Company”) seeks to purchase goods and/or services and the Supplier (whose name and address is on the front of the Purchase Order (“Purchase Order”) wishes to sell such goods and/or services as advised in the Purchase Order, subject to the following General Terms and Conditions (together the Purchase Order and these General Terms and Conditions are referred to as the “Agreement”.
IT IS AGREED:
1.1 The Supplier shall sell and the Company shall purchase the goods and/or services set out in the Purchase Order on the terms and conditions contained in this Agreement.
1.2 The Supplier shall use all reasonable skill, care and diligence in the supply of goods/provision of services under this Agreement, which would ordinarily and properly be carried out by a Supplier in relation to services/goods provided, comparable in size, scope, complexity to the services/goods being supplied by the Supplier. Any goods supplied by the Supplier under this Agreement must be of merchantable quality and fit for purpose.
1.3 In the event of any conflict between the Purchase Order and these General Terms and Conditions, then the Purchase Order shall take priority.
2. APPLICABILITY, GOVERNING LAW AND JURISDICTION
2.1 This Purchase Order shall be governed and construed by the laws of Ireland and the parties agree to submit to the jurisdiction of the Irish Courts.
2.2 The Supplier shall comply with all applicable laws, ordinances, statues, orders, rules and regulations (hereafter “Laws”) and shall, unless otherwise stated in this Agreement, obtain and pay for all licenses, permits and other approvals necessary for the provision of the goods and/or performance of the services in accordance with the Laws.
3. TITLE AND ACCEPTANCE
3.1 The title and property in the goods shall pass to the Company upon delivery or (in the case of delivery by instalments) upon delivery of each instalment, unless payment or part payment has been made prior to delivery in which event the property in any materials, components or goods purchased or allocated by the Supplier for the purpose of this Purchase Order shall immediately vest in the Company.
3.2 If any goods are delivered or services provided which fail to comply with the provisions of this Agreement (however slight the failure to meet those requirements) by reason of quality, quantity, being delivered in error, or any other reason, then the Company may without prejudice to any other rights it may have, at its sole discretion and at the Supplier’s risk and expense, either:-
3.2.1 return the goods or any instalment or any part thereof on the basis that a full refund for such goods shall be paid forthwith by the Supplier; or
3.2.2 require immediate replacement or rectification by delivery of goods which are in accordance with this Agreement; or
3.2.3 require the immediate repair or remedy of any defects in the goods; or
3.2.4 repair or remedy the defects or deficiencies itself or by others, at the Supplier’s expense; or
3.2.5 purchase equivalent goods and/or services elsewhere at no additional cost to the Company and the cost of those additional goods/services are to be reimbursed to the Company by the Supplier; or
3.2.6 refuse to accept any further delivery of goods upon continuous failure to meet delivery schedules or failures to meet quality.
The Company shall have the right to claim compensation for all its resulting costs and expenses due to a breach by the Supplier of General Condition 3.2. The making of any prior payment shall not prejudice the Company’s right to reject any goods/services supplied.
3.3 All consignments are to be addressed to the Company at the correct location and forwarded to the delivery address advised in this Agreement. The Company is under no obligation to accept delivery of goods or performance of services in advance of the delivery or performance dates advised in this Agreement.
3.4 Time shall be of the essence in relation to the delivery of the goods and performance of the services and the Supplier agrees to carry out all its obligations under this Agreement within the agreed timescales.
4.1 In consideration of the provision of goods and/or the performance of the services, the
Company shall pay the Supplier in accordance with the agreed prices and rates (“the Charges”) as stated in the Purchase Order.
4.2 The Supplier shall provide separate monthly invoices to the Company in such format and addressed as the Company may specify. If applicable, value added tax shall be shown separately on such invoices as a strictly net extra charge. The sum due under each such invoice shall be paid within 30 days upon receipt of a valid invoice(s).
4.3 Subject to Clause 4.4, in the event of non-payment in whole or part of any sum due by either party (“the Defaulter”) to the other under this Agreement within 30 days of the due date of payment thereof, the other party shall be entitled to charge the Defaulter interest on the sum from the due date until the actual date of payment (as well after as before decree or judgement) at a rate equal to 0.5% per month.
4.4 The Company shall have the right to withhold or set off any amount otherwise due to the Supplier where the Company has a legitimate dispute relating to any invoices issued under Clause 4.1 or the Supplier’s performance of its obligations/goods received under this Agreement.
5. INSPECTION AND TESTING
The Supplier agrees to allow the Company’s authorised representatives to visit its premises and any other location, which is any way associated with this Agreement to ensure that the Supplier is discharging its responsibilities efficiently and to the Company’s satisfaction. Any such inspection or test, or failure to inspect or test shall not in any way relieve the Supplier from any of its obligations hereunder.
6. INDEPENDENT CONTRACTORS
6.1 For the purposes of this Agreement, the Supplier is an independent contractor and neither it nor its sub-contractor(s) or its or their employees or agents, are a sub-contractor, agent or employee of the Company, and they shall not hold themselves out to be so.
7.1 The Supplier represents and warrants that the execution, delivery and performance by it of the Agreement has been authorised by all necessary action on its part and that it has all necessary power and authority to execute, deliver and perform its obligations under this Agreement.
7.2 The Supplier hereby warrants that any goods supplied to the Company will be free from any encumbrance.
7.3 The Supplier shall use its best endeavours to assign to the Company all benefits of Manufacturer’s warranties, or any other guarantees, which may apply to any goods supplied.
8.1 The Supplier hereby agrees to indemnify and hold harmless the Company and the Company’s officers, employees and agents against all losses, damages, costs (including legal costs) and professional and other expenses of any nature whatsoever incurred or suffered by the Company arising out of the Supplier’s negligence in supplying the goods/services and in respect of any defective goods provided by the Supplier.
9. INTELLECTUAL PROPERTY
9.1 The Supplier as legal and beneficial owner, hereby grants to the Company a non-exclusive, perpetual, irrevocable, royalty-free license to use, copy, alter, modify, have modified, maintain, have maintained and sub-license the intellectual property of the Supplier (where existing at the date of this Agreement or developed or created by the Supplier in the performance of or during this Agreement) which is required for the proper performance of the services or for the use of any goods or deliverables delivered by the Supplier to the Company pursuant to this Agreement.
9.2 If the Company notifies the Supplier of a claim against the Company that any use of the goods/services supplied by the Supplier, infringes any patent, trade mark, copyright or other intellectual property right(s) of any person, the Supplier shall indemnify the Company in respect of any such claim and defend such action at its expense and pay any costs and damages awarded and any expenses incurred by the Company in connection with the claim (including legal and other expert fees). The Supplier shall have sole control of the defence of any such action and all negotiations for its settlement or compromise.
9.3 If as a result of such claim the Company is prohibited from using or otherwise unable to use the goods/services or if such a claim is likely to be made, the Supplier will either procure for the Company the right to continue using the goods/services, or replace or modify the infringing parts without detracting from the goods’/services’ performance so that it becomes non-infringing. The Supplier shall indemnify the Company against any loss of use during such modification or replacement.
9.4 The provisions of this clause will continue to apply notwithstanding the termination of this Agreement for any reason and notwithstanding the completion of the performance of the Agreement.
10.1 The Supplier agrees to obtain and maintain insurance cover with reputable insurers. For as long as such insurance is required, the Supplier shall submit to the Company copies of all relevant insurance policies and evidence that premiums have been duly paid and are up to date.
10.2 Any public liability and employer’s liability insurance policies maintained by the Supplier shall include an indemnity to principals clause specifically indemnifying the Company. None of the policies maintained by the Supplier are to include any terms or conditions to the effect that the Supplier must discharge any liability before being able to recover from the insurers.
10.3 The Supplier shall be liable to pay the full amount of any deductibles or excess amounts payable under the policies of insurance in the event of a claim under any of the policies.
11. DURATION AND TERMINATION
11.1 This Agreement shall continue in force until completion of the services (as determined by the Employer)/delivery of all goods to the satisfaction of the Company, or upon the expiration of any period specified in this Agreement unless terminated earlier hereunder. The terms of this Agreement shall apply to all services/goods supplied by the Supplier prior to the execution of this Agreement.
11.2 If the Supplier:
11.2.1 fails to comply with a notice requiring him to improve the services being performed/goods being supplied pursuant to this Agreement within 21 days of receipt of the notice;
11.2.2 contravenes the provisions of clause 16 (Assignment & Delegation) and Clause 17 (Sub-Contracting);
11.2.3 abandons the Agreement or otherwise commits a material or persistent breach thereof and fails to remedy the breach (if capable of remedy) within 21 days of receipt of written notice from the Employer giving details of the breach and requiring it to be remedied; or
11.2.4 becomes bankrupt, or makes any composition or arrangement with, or conveyance or assignment for the benefit of his creditors, or any application is made under any bankruptcy act for the time being in force for a sequestration of his estate, or a trustee is granted by him on behalf of his creditors, or if the Supplier, being a company, enters into a voluntary or compulsory liquidation (except for the purpose of reconstruction or amalgamation), or if a receiver or examiner of any of its assets is appointed;
11.2.5 undergoes a change of control and the Company does not give its prior written consent to such change of control;
then the Company may, without prejudice to any other right or remedy, terminate the Agreement by giving the Supplier written notice thereof to take effect upon such day as may be specified in the notice.
11.3 In the event of a termination of this Agreement for any reason, the Supplier shall only be entitled to payment of such Charges directly attributable to the proportion of the services properly completed/goods supplied in accordance with this Agreement, prior to such termination of this Agreement. Any prepaid charges for services to be completed/goods supplied after such termination shall forthwith, upon termination, be refunded to the Company.
11.4 Upon termination of this Agreement by the Company under Clause 11.2 without limiting any other rights of the Company, the Supplier shall pay any additional costs, expenses and charges incurred by the Company over and above the Charges in completing or procuring the completion of the services/supply of goods.
11.5 The Company shall not be liable to the Supplier for any loss of profit, contracts, goodwill, business opportunity or anticipated saving suffered or incurred by the Supplier arising out of or in connection with this Agreement for any reason.
11.6 Termination of this Agreement shall be without prejudice to the rights and remedies of either party in relation to any negligence, omission or default of the other party prior to termination.
11.7 On termination of this Agreement, the Supplier shall execute and deliver all documentation prepared by the Supplier and all other documentation in its custody or control relating to this Agreement to the Company and shall take further steps as the Company may reasonably require for the purpose of fully vesting in the Company all rights and benefits of the Supplier therefrom.
12. ENTIRE AGREEMENT
12.1 This Agreement contains the entire agreement between the parties and contains all the terms which the parties have agreed with respect to its subject matter and this Agreement supersedes and extinguishes all previous drafts, agreements, contracts and undertakings between the parties.
12.2 Nothing in the clause shall have the effect of limiting or restricting any liability of a party arising as a result of any fraud.
13. LIMITATION OF LIABILITY
13.1 In no event will the Company’s total liability for any damages and actions based on Contract or tort arising out of or in connection with this Agreement exceed the amount remaining due under this Agreement.
14.1 “Confidential Information” means all confidential information disclosed (whether in writing, orally or by another means and whether directly or indirectly) by a party to the other/another party whether before or after the date of this Agreement including, without limitation, information relating to the negotiation, provisions and subject matter of this Agreement or the Disclosing Party’s operations, processes, plans or intentions, know-how, design rights, trade secrets or business affairs.
14.2 Save as otherwise provided in this Agreement, the Supplier undertakes at all times (save in the case of information or data relating to clients or customers of the Lloyds Banking Group which shall be kept confidential without limit of time) to keep confidential the Confidential Information and, other than as set out in Clause 14.3, shall not use, copy or disclose the same or any part thereof except insofar as may be necessary for the proper fulfilment of its obligations under this Agreement, subject always to the provisions of Clause 14.4.
14.3 The obligation contained in Clause 14.1 shall not apply to Confidential Information which:-
14.3.1 is in or comes into the public domain;
14.3.2 the Supplier receives from an independent third party having the right to disclose the same;
14.3.3 the Supplier can show was in its possession by being recorded in its files or records prior to the date of receipt from the Company and/or Lloyds Banking Group; or
14.3.4 the Supplier is required to disclose by law or by any statutory or regulatory authority to which it is subject.
14.4 The Supplier shall ensure that the Supplier’s staff and other persons with whom the Supplier may have dealings in relation to the subject matter of this Agreement, shall maintain confidentiality on the foregoing terms and shall so far as practicable obtain written undertakings from such persons to that effect. Without prejudice to the foregoing, the Supplier undertakes that it shall only allow access to the Confidential Information to the Supplier’s staff and other persons on a need to know basis.
14.5 If (inadvertently or otherwise) the Supplier in the course of supplying goods and/or services to the Company acquires any information, whether or not in the form of writing or other record, relating to the identity or affairs of any customer of the Company and/or Lloyds Banking Group, the Supplier shall immediately so inform the Company and/or Lloyds Banking Group and return any such records to the Company and/or Lloyds Banking Group (as appropriate), without taking copies, and shall treat such information as confidential. If the Supplier becomes aware that any employee, agent or sub-contractor of the Supplier has acquired any such information, the Supplier shall immediately so inform the Company and shall use its best endeavours to recover such information, if in recorded form, and to return it to the Company without delay.
14.6 The text of any press release or other communication to be published by or in the media concerning the subject matter of this Agreement shall require the approval of each party.
15. FORCE MAJEURE
15.1 If either party is totally or partially prevented or delayed in the performance of any of its obligations under or pursuant to this Agreement by a force majeure and if that party gives notice as soon as reasonably practicable to the other party specifying the matters constituting the force majeure together with such evidence as it reasonably can give thereof and specifying the period for which it is reasonably estimated that such prevention or delay will continue, the party so prevented or delayed shall, subject to the provisions of Clause 15.2, be excused such performance as from the date of the happening of the force majeure for so long as such force majeure shall continue.
15.2 If either party gives to the other party such notice as is referred to in Clause 15.1, both parties shall
use all reasonable endeavours to mitigate the effect of such notice and, in particular, but without limitation, shall use all reasonable endeavours to agree a solution to overcome the consequences of the matters constituting the force majeure. Notwithstanding the foregoing, if a force majeure prevents or delays performance by the Supplier, the Company shall be entitled to employ a third party or parties on a temporary basis to provide and perform the Services and the Supplier shall reimburse to the Company on demand (supported by receipts or vouchers in respect thereof) the additional cost to the Company, beyond what the Company would otherwise have paid by way of Charges, of hiring such temporary third party or parties.
15.3 For the purposes of this Agreement, the term “force majeure” shall include, but is not
limited to, such causes beyond the control of and without the fault or negligence of the relevant party occasioned by acts of God, fire, floods, strikes, lock-outs, labour disputes (except in the case of the Supplier strike, lock-out, labour disputes or any industrial action by the Supplier’s employees), civil commotion, riots, acts of war and acts of local government and governmental authority. Any failure to perform by a sub-contractor (if any) employed by the Supplier in accordance with Clause 14 shall not be a force majeure for the Supplier unless the sub-contractor is itself subject to a force majeure.
16 ASSIGNMENT AND DELEGATION
The Supplier shall not assign, transfer, sub-contract or otherwise dispose of in whole or in part its rights and/or obligations under this Agreement without the prior written consent of the Company. The Company may assign this Agreement or any part of it to an Outsourcing Contractor(s) or Disaster Recovery Contractor(s) and in these circumstances will notify the Supplier as soon as reasonably practicable.
17.1 The Supplier shall not sub-contract all or any part of its obligations under this Agreement (except delivery of goods) without the Company’s prior written approval. No such approval shall create any contractual relationship between the Company and any sub-contractor(s).
17.2 The Supplier shall be fully responsible for those elements performed by its sub-contractor(s)
and for the acts and omissions of its sub-contractor(s) to the same extent as it is for the acts and omissions of persons directly employed by it.
18.1 Any demand, notice or communication (with the exception of routine communications) shall be deemed to have been duly served:-
18.1.1 if delivered by hand, when left at the proper address for service (except that where such delivery is not on a working day, service shall be deemed to occur on the next following working day).
18.1.2 if given or made by prepaid first class post, two working days after being posted.
18.2 Any demand notice of communication shall be made in writing to the recipient at its registered offices, or in the case of the Company, at the address stated above (or such address as may be notified in writing from time to time) and shall be marked for the attention of the Senior Manager – Procurement.
19.1 Failure to exercise or delay in exercising on the part of either party any right, power or privilege of that party under this Agreement shall not in any circumstances operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege in any circumstances preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
19.2 Any waiver of a breach of any of the terms hereof or of any default hereunder shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other of this Agreement.
If and to the extent that any of the terms and conditions of this Agreement is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable, then such term or condition shall to that extent be severed from the remaining terms and conditions which shall continue to be valid to the fullest extent permitted by law.