Terms and Conditions of Contract for Goods

1 Interpretation

1.1 In these terms and conditions:

“Agreement” means the contract between the Consumer and Candle Lion;

“Confidential Information” means all information, whether written or oral (however recorded), provided by the disclosing Party to the receiving Party and which (i) is known by the receiving Party to be confidential; (ii) is marked as or stated to be confidential; or (iii) ought reasonably to be considered by the receiving Party to be confidential;

"Costs" means costs and or cost of work partial or complete;

"Customer" means the person or persons who places or submits an order;

“Date" means the calendar day;

"Date of delivery" means the estimated Delivery period as advised following confirmation of Payment;

“Delivery” means the handing over of goods via a third party within the Date of Delivery as noted in the Invoice;

“DPA” means the Data Protection Act 1998;

“FOIA” means the Freedom of Information Act 2000;

“Goods” means the products to be supplied by Candle Lion to the Customer under the Agreement;

“Information” has the meaning given under section 84 of the FOIA;

"Invoice" means the preferred means of acceptance to the Order.

"Seller" means the person or company in this instance Candle Lion who provides and or offers products who hereinafter will be referred to as "Candle Lion";

"Order" means the goods confirmed by the Customer either via verbal or non-verbal communications;

"Party" means either the customer and or the seller or both under the Agreement;

“Payment” means the total cost and or costs including Delivery for the goods as specified in the Invoice;

"Process period" means the period of time following Payment and prior to Delivery;

“Purchase Order Number” means the Customer(s) unique number relating to the order for Goods to be supplied by Candle Lion to the Customer in accordance with the terms of the Agreement;

"Specification" means the Goods as advertised and or description;

“Sub-contract” means a contract between two or more suppliers, at any stage of remoteness from the Authority in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Agreement.

“VAT” means value added tax in accordance with the provisions of the Value Added Tax Act 1994;

1.2 In these terms and conditions, unless the context otherwise requires:

1.2.1 references to numbered clauses are references to the relevant clause in these terms and conditions;

1.2.2 any obligation on any Party not to do or omit to do anything shall include an obligation not to allow that thing to be done or omitted to be done;

1.2.3 the headings to the clauses of these terms and conditions are for information only and do not affect the interpretation of the Agreement;

1.2.4 any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;

and

1.2.5 the word ‘including’ shall be understood as meaning ‘including without limitation’.

2 Basis of Agreement

2.1 The Order constitutes an offer by the Customer to purchase the Goods subject to and in accordance with the terms and conditions of the Agreement.

2.2 The offer comprised in the Order shall be deemed to be accepted by the Seller on receipt by the Customer of a copy of the Invoice by the Seller within [1] day from the Date of receiving the Order.

3 Supply of Goods

3.1 In consideration of the Customer’s agreement to settle the Invoice Payment, the Seller shall supply the Goods to the Customer subject to and in accordance with the terms and conditions of the Agreement.

3.2 In supplying the Goods, the Seller shall co-operate with the Customer in all matters relating to the supply of Goods and comply with all the Customer’s instructions.

3.3 The Seller shall supply the Goods in accordance with the Order and or Specification. The Seller warrants, represents, undertakes and guarantees that the Goods supplied under the Agreement shall:

3.3.1 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and comply with any applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods;

3.3.2 conform with the specifications (including the Specification), drawings, descriptions given in quotations, estimates, brochures, sales, marketing and technical literature or material (in whatever format made available by the Seller) supplied by, or on behalf of, the Seller;

3.3.3 be fit for any purpose held out by the Seller or made known to the Seller by the Customer expressly or by implication, and in this respect the Customer relies on the Seller’s skill and judgement. The Seller acknowledges and agrees that the approval by the Customer of any designs provided by the Seller shall not relieve the Seller of any of its obligations under this sub-clause; and

3.3.4 and the Seller itself shall, comply with all applicable laws.

4 Charges, Payment and Recovery of Sums Due

4.1 The Payment for the Goods shall be as set out in the Invoice and shall be the full and exclusive remuneration of the Seller in respect of the supply of the Goods. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Seller directly or indirectly incurred in connection with the supply of the Goods, including but not limited to the costs of packaging, insurance, delivery, unloading, stacking and carriage.

4.2 All amounts stated are exclusive of VAT.

4.3 Following Order of the Goods, the Seller shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods to be supplied in the invoice period.

4.4 In consideration of the supply of the Goods by the Seller, the Customer shall pay the Seller the invoiced amounts prior to the Order being processed of which the Seller will confirm receipt of and advise the Date of Delivery from the Date.

4.5 If there is a dispute between the Parties as to the amount invoiced, the Customer should raise concerns with the Seller prior to Payment. If and as required any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19.

4.6 If a Payment is made by the Customer and subsequently cancelled during the Process Period the Seller has the right to retain an undisputed amount of Costs attributed to the extent of the Order carried out.

4.7 Where the Seller enters into a sub-contract, the Seller shall include in that sub-contract:

4.7.1 provisions having the same effects as clauses 4.3 to 4.7 of this Agreement; and

4.7.2 a provision requiring the counter party to that sub-contract to include in any sub-contract which it awards provisions having the same effects as 4.3 to 4.7 of this Agreement.

5 Cancellation

5.1 The Customer shall have the right to cancel the Order for the Goods at anytime prior to Payment, or any part of the Goods, which have not yet been Delivered to the Customer. The cancellation shall be made in writing without prejudice to the generality of the foregoing, the Customer shall pay such Payment or that part of the Payment for Goods which have been Delivered to the Customer or, on the deemed date of service of the notice of cancellation, are already in transit and the costs of materials which the Seller has purchased to fulfil the order for the Goods and which cannot be used for other orders or be returned to the Seller of those materials for a refund.

6 Delivery

6.1 The Seller shall Deliver the Goods to the Customer on or by the Date of Delivery. Unless otherwise agreed in writing by the Customer, Delivery shall be on the date and to the address specified in the Order. Delivery of the Goods shall be completed once the completion of unloading the Goods from the transporting vehicle at the Delivery address has taken place and the Customer has signed for the Delivery.

6.2 Delivery of the Goods shall be accompanied by a delivery note which shows the Purchase Order Number and the type and quantity of the Goods and, in the case of part Delivery, the outstanding balance remaining to be Delivered.

6.3 Unless otherwise stipulated by the Customer in the Order, Deliveries shall only be accepted by the Customer on Working Days and during normal business hours.

6.4 Where (i) the Seller fails to Deliver the Goods or part of the Goods or (ii) the Goods or part of the Goods do not comply with the provisions of clause 3, then without limiting any of its other rights or remedies implied by statute or common law, the Customer shall be entitled:

6.4.1 to terminate the Agreement;

6.4.2 request the Seller, free of charge, to deliver substitute Goods within the timescales specified by the Customer;

6.4.3 to require the Seller, free of charge, to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);

6.4.4 to reject the Goods (in whole or part) and return them to the Seller at the Seller’s own risk and expense and the Customer shall be entitled to a full refund on those Goods or part of Goods duly returned;

7 Property and Guarantee of Title

7.1 Without prejudice to any other rights or remedies of the Customer, title and risk in the Goods shall pass to the Customer when Delivery of the Goods is complete (including off-loading and stacking);

7.2 The Seller warrants that:

7.2.1 it has full clear and unencumbered title to all the Goods;

7.2.2 at the date of Delivery of any of the Goods it shall have full and unrestricted right, power and authority to sell, transfer and deliver all of the Goods to the Customer. On Delivery the Customer shall acquire a valid and unencumbered title to the Goods.

8 Assignment and Sub-Contracting

8.1 The Seller shall not without the written consent of the Customer assign, sub-contract, novate or in any way dispose of the benefit and/ or the burden of the Agreement or any part of the Agreement. The Customer may, in the granting of such consent, provide for additional terms and conditions relating to such assignment, sub-contract, novation or disposal. The Seller shall be responsible for the acts and omissions of its sub-contractors as though those acts and omissions were its own.

8.2 Where the Customer has consented to the placing of sub-contracts, the Seller shall, at the request of the Customer, send copies of each sub-contract, to the Customer as soon as is reasonably practicable.

8.3 The Customer may assign, novate, or otherwise dispose of its rights and obligations under the Agreement without the consent of the Seller provided that such assignment, novation or disposal shall not increase the burden of the Seller’s obligations under the Agreement.

9 Intellectual Property and Indemnity

9.1 The Seller grants the Customer a perpetual, royalty-free, irrevocable, non-exclusive licence (with the right to sub-licence) to use all intellectual property rights in the Goods or in any materials accompanying the Goods to the extent that it is necessary to fulfil its obligations under this Agreement.

9.2 The Seller shall indemnify, and keep indemnified, the Customer in full against all cost, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the Customer as a result of or in connection with any claim made against the Customer for actual or alleged infringement of a third party’s intellectual property arising out of, or in connection with, the supply or use of the Goods, to the extent that the claim is attributable to the acts or omission of the Seller or any Staff.

9.3 The Customer shall promptly notify the Seller of any infringement claim made against it relating to any Goods and, subject to any statutory obligation requiring the Customer to respond, shall permit the Seller to have the right, at its sole discretion to assume, defend, settle or otherwise dispose of such claim. The Customer shall give the Seller such assistance as it may reasonably require to dispose of the claim and shall not make any statement which might be prejudicial to the settlement or defence of the claim.

10 Confidentiality, Transparency and Publicity

10.1 Subject to clause 10.2, each Party shall:

10.1.1 treat all Confidential Information it receives as confidential, safeguard it accordingly and not disclose it to any other person without the prior written permission of the disclosing Party; and

10.1.2 not use or exploit the disclosing Party(s) Confidential Information in any way except for the purposes anticipated under the Agreement.

10.2 Notwithstanding clause 10.1, a Party may disclose Confidential Information which it receives from the other Party:

10.2.1 where disclosure is required by applicable law or by a court of competent jurisdiction;

10.2.2 to its auditors or for the purposes of regulatory requirements;

10.2.3 on a confidential basis, to its professional advisers;

10.2.4 to the Serious Fraud Office where the Party has reasonable grounds to believe that the other Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010;

10.2.5 where the receiving Party is the Seller, to the Staff on a need to know basis to enable performance of the Seller’s obligations under the Agreement provided that the Seller shall procure that any Staff to whom it discloses Confidential Information pursuant to this clause 10.2.5 shall observe the Seller’s confidentiality obligations under the Agreement;

and

10.2.6 where the receiving Party is the Customer:

(a) on a confidential basis to the employees, agents, consultants and contractors of the Customer;

(b) on a confidential basis to any other Central Government Body, any successor body to a Central Government Body or any company to which the Customer transfers or proposes to transfer all or any part of its business;

(c) to the extent that the Customer (acting reasonably) deems disclosure necessary or appropriate in the course of carrying out its public functions; or

(d) in accordance with clause 13. And for the purposes of the foregoing, references to disclosure on a confidential basis shall mean disclosure subject to a confidentiality agreement or arrangement containing terms no less stringent than those placed on the Customer under this clause 10.

10.3 The Parties acknowledge that, except for any Information which is exempt from disclosure in accordance with the provisions of the FOIA, the content of the Agreement is not Confidential Information and the Seller hereby gives its consent for the Customer to publish the Agreement in its entirety to the general public (but with any Information that is exempt from disclosure in accordance with the FOIA redacted) including any changes to the Agreement agreed from time to time. The Customer may consult with the Seller to inform its decision regarding any redactions but shall have the final decision in its absolute discretion whether any of the content of the Agreement is exempt from disclosure in accordance with the provisions of the FOIA.

10.4 The Seller shall not, and shall take reasonable steps to ensure that the Staff shall not, make any press announcement or publicise the Agreement or any part of the Agreement in any way, except with the prior written consent of the Customer.

11 Protection and Security of Data

11.1 The Seller shall, and shall procure that all Staff shall, comply with any notification requirements under the DPA and both Parties shall duly observe all their obligations under the DPA which arise in connection with the Agreement.

11.2 When handling Customer data, the Seller shall ensure the security of the data is maintained in line with the security requirements of the Customer as notified to the Seller from time to time.

12 Liability

12.1 The Seller shall not be responsible for any injury, loss, damage, cost or expense suffered by the Customer if and to the extent that it is caused by the negligence or wilful misconduct of the Customer or by breach by the Customer of its obligations under the Agreement.

12.2 Subject always to clause 12.3

12.2.1 the aggregate liability of the Seller in respect of all defaults, claims, losses or damages howsoever caused, whether arising from breach of the Agreement, the supply or failure to supply of the Goods, misrepresentation (whether tortuous or statutory), tort (including negligence), breach of statutory duty or otherwise shall in no event exceed a sum equal to 125% of the Payment paid or payable to the Seller; and

12.2.2 except in the case of claims arising under clauses 9.2 and 18.3, in no event shall either Party be liable to the other Party for any:

(a) loss of profits;

(b) loss of business;

(c) loss of revenue;

(d) loss of or damage to goodwill;

(e) loss of savings (whether anticipated or otherwise); and/or

(f) any indirect, special or consequential loss or damage.

12.3 Nothing in the Agreement shall be construed to limit or exclude either Party's liability for:

12.3.1 death or personal injury caused by its negligence or that of its Staff;

12.3.2 fraud or fraudulent misrepresentation by it or that of its Staff;

12.3.3 breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

12.3.4 any other matter which, by law, may not be excluded or limited.

12.4 the Seller’s liability under the indemnity in clauses 9.2 and 18.3 shall be unlimited.

13 Force Majeure

Neither Party shall have any liability under or be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement which result from circumstances beyond the reasonable control of the Party affected. Each Party shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 30 days, either Party may terminate the Agreement by written notice to the other Party.

14 Termination

14.1 Without prejudice to any other right or remedy it might have, the Customer may terminate the Agreement in whole or in part before Delivery or after Delivery (where only part of Goods have been Delivered) by written notice to the Seller with immediate effect if the Seller:

14.1.1 (without prejudice to clause 14.1.5), is in material breach of any obligation under the Agreement which is not capable of remedy;

14.1.2 repeatedly breaches any of the terms and conditions of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms and conditions of the Agreement;

14.1.3 is in material breach of any obligation which is capable of remedy, and that breach is not remedied within 30 days of the Seller receiving notice specifying the breach and requiring it to be remedied;

14.1.4 undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988;

14.1.5 breaches the provisions of clauses 10, 11 and 15;

14.1.6 becomes insolvent, or if an order is made or a resolution is passed for the winding up of the Seller (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 Seller’s assets or business, or if the Seller makes any composition with its creditors or takes or suffers any similar or analogous action (to any of the actions detailed in this clause 14.1.6) in consequence of debt in any jurisdiction; or

14.1.7 fails to comply with legal obligations in the fields of environmental, social or labour law.

14.2 The Seller shall notify the Customer as soon as practicable of any change of control as referred to in clause 15.1.4 or any potential such change of control.

14.3 In addition to the Seller’s statutory rights, the Seller may terminate the Agreement by written notice to the Customer if the Customer has not paid any undisputed amounts as mentioned in clause 4.

14.4 Termination or expiry of the Agreement shall be without prejudice to the rights of either Party accrued prior to termination or expiry and shall not affect the continuing rights of the Parties under clauses 2, 3.2, 3.3, 9, 10, 11, 12, 14.5, 15.4, 16.3, 17 and 18.7 and any other term or condition of the Agreement that either expressly or by implication has effect after termination.

14.5 Upon termination or expiry of the Agreement, the Seller shall:

14.5.1 give all reasonable assistance to the Customer and any incoming supplier of Goods; and

14.5.2 return all requested documents, information and data to the Customer as soon as reasonably practicable.

15 Compliance

15.1 The Seller shall promptly notify the Customer of any health and safety hazards which may arise in connection with the performance of its obligations under the Agreement. The Customer shall promptly notify the Seller of any health and safety hazards which may exist or arise at the Customer’s premises and which may affect the Seller in the performance of its obligations under the Agreement.

15.2 The Seller shall:

15.2.1 comply with the reasonable requirements of the Customer's security arrangements;

15.2.2 comply with all the Customer’s health and safety measures;

15.2.3 notify the Customer immediately in the event of any incident occurring in the performance of its obligations under the Agreement on the Customer’s premises where that incident causes any personal injury or damage to property which could give rise to personal injury;

15.2.4 perform its obligations under the Agreement in accordance with all applicable equality Law and the Customer’s equality and diversity policy as provided to the Seller from time to time;

15.2.5 take all reasonable steps to secure the observance of clause 15.2.4 by all Staff; and

15.2.6 supply the Goods and any packaging in accordance with the Customer’s environmental policy as provided from time to time.

15.3 The Goods shall be packed and marked in a proper manner and in accordance with any instructions specified in the Order, any statutory requirements and any requirements of the carriers. All packaging materials shall be considered non-returnable. The Seller shall indemnify the Customer against all actions, suits, claims, demands, losses, charges, costs and expenses which the Customer may suffer or incur as a result of, or in connection with, any breach of this clause 14.3.

15.4 The Seller shall comply with, and shall ensure that its Staff shall comply with, the provisions of:

15.4.1 the Official Secrets Acts 1911 to 1989; and

15.4.2 section 182 of the Finance Act 1989.

16 Prevention of Fraud and Corruption

16.1 The Seller shall not offer, give, or agree to give anything, to any person an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of the Agreement or for showing or refraining from showing favour or disfavour to any person in relation to the Agreement.

16.2 The Seller shall take all reasonable steps, in accordance with good industry practice, to prevent fraud by the Staff and the Seller (including its shareholders, members and directors) in connection with the Agreement and shall notify the Customer immediately if it has reason to suspect that any fraud has occurred or is occurring or is likely to occur.

16.3 If the Seller or the Staff engages in conduct prohibited by clause 18.1 or commits fraud in relation to the Agreement or any other contract (including the Customer) the Customer may:

16.3.1 terminate the Agreement and recover from the Seller the amount of any loss suffered by the Customer resulting from the termination, including the cost reasonably incurred by the Customer of making other arrangements for the supply of the Goods and any additional expenditure incurred by the Customer throughout the remainder of the Agreement; or

16.3.2 recover in full from the Seller any other loss sustained by the Customer in consequence of any breach of this clause.

17 Dispute Resolution

17.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Agreement and such efforts shall involve the escalation of the dispute to an appropriately senior representative of each Party.

17.2 If the dispute cannot be resolved by the Parties within one month of being escalated as referred to in clause 19.1, the dispute may by agreement between the Parties be referred to a neutral adviser or mediator (the “Mediator”) chosen by agreement between the Parties. All negotiations connected with the dispute shall be conducted in confidence and without prejudice to the rights of the Parties in any further proceedings.

17.3 If the Parties fail to appoint a Mediator within one month, or fail to enter into a written agreement resolving the dispute within one month of the Mediator being appointed, either Party may exercise any remedy it has under applicable law.

18 General

18.1 Each of the Parties represents and warrants to the other that it has full capacity and authority, and all necessary consents, licences and permissions to enter into and perform its obligations under the Agreement, and that the Agreement is executed by its duly authorised representative.

18.2 A person who is not a party to the Agreement 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.

18.3 The Agreement cannot be varied except in writing signed by a duly authorised representative of both the Parties.

18.4 The Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The Parties confirm that they have not entered into the Agreement on the basis of any representation that is not expressly incorporated into the Agreement. Nothing in this clause shall exclude liability for fraud or fraudulent misrepresentation.

18.5 Any waiver or relaxation either partly, or wholly of any of the terms and conditions of the Agreement 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 Agreement.

18.6 The Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in the Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.

18.7 Except as otherwise expressly provided by the Agreement, all remedies available to either Party for breach of the Agreement (whether under the Agreement, statute or common law) are cumulative and may be exercised concurrently or separately, and the exercise of one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.

18.8 If any provision of the Agreement 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 Agreement and rendered ineffective as far as possible without modifying the remaining provisions of the Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of the Agreement.

19 Notices

19.1 Any notice to be given under the Agreement shall be in writing and may be served by personal delivery, first class recorded or, subject to clause 20.3, e-mail to the address of the relevant Party set out in the Order, or such other address as that Party may from time to time notify to the other Party in accordance with this clause.

19.2 Notices served as above shall be deemed served on the Date of delivery. Otherwise delivery shall be deemed to occur on the next Date. An email shall be deemed delivered when sent unless an error message is received.

19.3 Notices under clauses 13 (Force Majeure) and 14 (Termination) may be served by email only if the original notice is then sent to the recipient by personal delivery or recorded delivery in the manner set out in clause 20.1.

20 Governing Law and Jurisdiction

20.1 The validity, construction and performance of the Agreement, and all contractual and non contractual matters arising out of it, shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.