purchase terms

the legal bit

General Purchase Terms

1. Definitions and Interpretation

The following definitions and rules of interpretation apply to these terms and conditions (“Conditions”):

(a) Definitions
  • Business Day: Any day except Saturdays, Sundays, or public holidays in England, when banks in London are open for business.
  • Commencement Date: Defined in Clause 2.2.
  • Conditions: These terms and conditions, as updated from time to time under Clause 16.8.
  • Contract: The agreement between the Customer and RightFM Ltd. for the supply of goods and/or services under these Conditions.
  • Control: As defined by section 1124 of the Corporation Tax Act 2010, including changes in control.
  • Deliverables: Any documents, products, or materials created by RightFM Ltd. (or its agents, contractors, or employees) relating to the services. This includes drawings, maps, designs, software, specifications, reports, and drafts.
  • Goods: The goods specified in the Order, either in part or whole.
  • Goods Specification: Any agreed written specifications for the goods, including plans or drawings.
  • RightFM Ltd.: RightFM Ltd., registered in England and Wales.
  • RightFM Materials: Defined in Clause 5.3(j).
  • Intellectual Property Rights: This includes patents, trademarks, copyrights, database rights, software rights, trade secrets, and related protections—both registered and unregistered—on a global scale.
  • Mandatory Policies: RightFM Ltd.’s business policies, as listed or attached in the Schedule.
  • Order: The Customer’s order for goods and/or services, as outlined in their purchase order or written acceptance of RightFM Ltd.’s quotation.
  • Services: The services, including Deliverables, to be provided by RightFM Ltd. under the Contract, as outlined in the Service Specification.
  • Service Specification: The written description or agreed details of the services provided by RightFM Ltd.
  • Special Conditions: Specific terms for the goods or services referred to in the Order, if applicable.
  • Customer: The individual or organisation purchasing goods or services from RightFM Ltd.
(b) Interpretation
  • (i) References to a “person” include individuals, companies, and other legal entities.
  • (ii) References to a “party” include their successors and permitted replacements.
  • (iii) References to laws or statutes include any amendments or re-enactments, as well as related subordinate legislation.
  • (iv) Terms like “including” or “in particular” are illustrative and not limiting.
  • (v) References to “writing” or “written” include email.

2. Basis of Contract

  • 2.1 The Order is the customer’s offer to purchase goods and/or services from RightFM Ltd. under these Conditions.
  • 2.2 The Order is accepted, and the contract (“Contract”) comes into effect on the earlier of: (a) RightFM Ltd. providing written acceptance of the Order; or (b) RightFM Ltd. taking actions to fulfil the Order (Commencement Date).
  • 2.3 These Conditions and any specific terms in the Order (“Special Conditions”) govern the Contract. Any other terms, even if proposed by the customer, are excluded unless agreed in writing.
  • 2.4 All parts of these Conditions apply to both goods and services unless explicitly stated otherwise.
  • 2.5 If there is a conflict between these Conditions and the Special Conditions, the Special Conditions will take precedence, unless RightFM Ltd. states otherwise in writing.

3. Supply of Goods

  • 3.1 RightFM Ltd. ensures that the goods provided:
    • Match the description and any agreed specifications.
    • Are of satisfactory quality and fit for their intended purpose. In this regard, the customer is relying on RightFM Ltd.’s expertise.
    • For manufactured products, are free from defects in design, materials, and workmanship, and remain defect-free for the warranty period (at least 12 months unless stated otherwise).
    • Comply with all legal and regulatory requirements for manufacturing, labelling, packaging, storage, handling, and delivery.
  • 3.2 RightFM Ltd. ensures it has and maintains all licences, permissions, and approvals necessary to meet its obligations for the goods under the Contract.
  • 3.3 The customer may inspect or test the goods at any point before delivery. These inspections do not reduce or affect RightFM Ltd.’s obligations.
  • 3.4 If the goods fail inspection or testing, RightFM Ltd. will take immediate remedial action to ensure compliance.
  • 3.5 Additional inspections or tests may be conducted by the customer after remedial actions have been taken.

4. Delivery of Goods

  • 4.1 RightFM Ltd. ensures that:
    • The goods are securely packaged to arrive in good condition.
    • Each delivery includes a note with the Order date, Order number (if applicable), the type and quantity of goods, any special storage requirements, and (if applicable) details of remaining goods for delivery.
    • If the packaging must be returned, this is clearly noted, but the return will be at RightFM Ltd.’s expense.
  • 4.2 RightFM Ltd. will deliver the goods:
    • On the date specified in the Order or within 14 days if no date is specified.
    • To the location stated in the Order (“Delivery Location”) or as instructed before delivery.
    • During the customer’s normal business hours or as instructed.
  • 4.3 Delivery is considered complete once the goods have been unloaded at the Delivery Location.
  • 4.4 If the delivery quantity is incorrect:
    • For under-delivery, the customer may reject the goods.
    • For over-delivery, the customer may reject the excess, and any rejected goods will be returned at RightFM Ltd.’s expense. If the customer accepts an incorrect quantity, invoices will be adjusted proportionally.
  • 4.5 Goods will not be delivered in instalments without prior written agreement. If instalments are agreed, they can be invoiced separately. However, failure to deliver or defects in an instalment give the customer the rights outlined in Clause 6.1.
  • 4.6 Ownership and risk in the goods transfer to the customer upon delivery completion.

5. Supply of Services

  • 5.1 From the start date (Commencement Date) and throughout the Contract, RightFM Ltd. will provide services to the Customer in line with the terms of the Contract.
  • 5.2 RightFM Ltd. will meet any performance deadlines for the services as notified by the Customer. Meeting these deadlines is critical.
  • 5.3 When delivering the services, RightFM Ltd. will:
    • Work closely with the Customer on all matters relating to the services and follow their instructions.
    • Perform the services with care, skill, and diligence, following best practices within the industry.
    • Use skilled and experienced personnel in sufficient numbers to meet its obligations.
    • Ensure that the services meet all descriptions, standards, and specifications in the Service Specification and that the deliverables are suitable for the purposes the Customer has outlined.
    • Provide all equipment, tools, vehicles, and other items needed to deliver the services.
    • Use high-quality materials and techniques, ensuring that deliverables, goods, and materials are free from defects in design, workmanship, and installation.
    • Hold and maintain any necessary licences or permissions required to provide the services.
    • Comply with all applicable laws, regulations, and policies, including the Mandatory Policies.
    • Follow health and safety regulations and any site-specific security requirements where the services are performed.
    • Keep any materials, tools, drawings, and data provided by the Customer (“Customer Materials”) safe and in good condition, and only use them as instructed.
    • Avoid actions that could cause the Customer to lose any licences, permissions, or consents needed to run their business, acknowledging that the Customer may rely on the services.
    • Fulfil any additional obligations outlined in the Service Specification.

6. Remedies

  • 6.1 If RightFM Ltd. fails to deliver the goods or services on time, the Customer may, without limiting their rights, take one or more of the following actions:
    • End the Contract immediately with written notice.
    • Refuse to accept future attempts to deliver the goods or services.
    • Recover costs incurred in obtaining replacement goods or services from a third party.
    • Request a refund for services not provided or goods not delivered.
    • Claim damages for any additional costs, losses, or expenses caused by the delay.
  • 6.2 If the goods supplied by RightFM Ltd. fail to meet the agreed standards (as outlined in Clause 3.1), the Customer may:
    • Terminate the Contract immediately with written notice.
    • Reject and return the goods at RightFM Ltd.’s risk and expense.
    • Require RightFM Ltd. to repair or replace the goods, or issue a full refund for the rejected items (if already paid for).
    • Refuse further deliveries of goods.
    • Recover costs for obtaining replacement goods from another supplier.
    • Claim damages for additional costs, losses, or expenses resulting from the failure to meet the agreed standards.
  • 6.3 If the services provided by RightFM Ltd. fail to meet the required standards (as outlined in Clause 5.3), the Customer may:
    • Terminate the Contract immediately with written notice.
    • Return the deliverables at RightFM Ltd.’s risk and expense.
    • Request a repeat performance of the services or a full refund for the unsatisfactory services (if already paid for).
    • Refuse further attempts to perform the services.
    • Recover costs for obtaining replacement services from another provider.
    • Claim damages for additional costs, losses, or expenses caused by the failure to meet the required standards.
  • 6.4 These Conditions also apply to any substituted or remedial services or repaired or replacement goods supplied by RightFM Ltd.
  • 6.5 The Customer’s rights under the Contract are in addition to any rights provided by law or common practice.

7. Customer’s Obligations

  • 7.1 The Customer must:
    • Provide RightFM Ltd. with reasonable access to their premises (or their own customer’s premises, if relevant) during reasonable times for the purpose of delivering the services.
    • Provide any necessary information that RightFM Ltd. reasonably requests to carry out the services.

8. Charges and Payment

  • 8.1 Price for Goods:
    • The price will be as stated in the Order. If no price is quoted, it will default to RightFM Ltd.’s published price list in force on the Commencement Date.
    • The price includes the costs of packaging, insurance, and delivery. Any extra charges must be agreed in writing and signed by the Customer.
  • 8.2 Charges for Services: The charges will be as stated in the Order. Unless otherwise agreed in writing, these charges will cover all costs and expenses incurred by RightFM Ltd. in providing the services.
  • 8.3 Invoicing: For goods, RightFM Ltd. will invoice the Customer upon or after delivery. For services, invoices will be issued upon completion. All invoices must include supporting information (e.g., the relevant purchase order number) to verify their accuracy.
  • 8.4 Payment Terms: The Customer must pay invoices within 60 days of the invoice date. Payments must be made to the bank account nominated by RightFM Ltd. in writing.
  • 8.5 VAT: All charges exclude VAT. If applicable, the Customer must pay VAT in addition to the invoiced amount upon receiving a valid VAT invoice.
  • 8.6 Late Payment: No interest will be charged for late payments unless explicitly agreed in writing by a Director of RightFM Ltd.
  • 8.7 Record Keeping: RightFM Ltd. will keep detailed records of the time and materials used in providing the services. The Customer has the right to inspect these records upon reasonable request.
  • 8.8 Set-Off: The Customer may offset any amounts owed to RightFM Ltd. against any liabilities RightFM Ltd. owes the Customer. This does not affect other remedies or rights under the Contract.

9. Intellectual Property Rights

  • 9.1 All Intellectual Property Rights arising from the services (excluding Customer Materials) belong to RightFM Ltd.
  • 9.2 RightFM Ltd. grants the Customer a fully paid-up, worldwide, non-exclusive, royalty-free, and perpetual licence to use the Deliverables (excluding Customer Materials) to receive and use the services and Deliverables.
  • 9.3 The Customer may sub-license the above rights to their customers or third parties for delivering their own services, but they cannot transfer or assign these rights.
  • 9.4 The Customer grants RightFM Ltd. a non-exclusive, royalty-free licence to use any materials they provide during the Contract for delivering the services.
  • 9.5 All materials provided by the Customer (“Customer Materials”) remain the Customer’s exclusive property.

10. Indemnity

  • 10.1 The Customer must compensate (indemnify) RightFM Ltd. for all costs, expenses, damages, and losses (including legal fees and penalties) arising from:
    • Claims related to intellectual property infringement caused by the use, manufacture, or supply of goods or services (excluding materials supplied by the Customer).
    • Claims for death, personal injury, or property damage caused by defects in goods or Deliverables.
    • Claims from third parties arising from the supply of goods or services.
  • 10.2 This indemnity clause continues to apply after the Contract ends.

11. Insurance

  • 11.1 Throughout the Contract, RightFM Ltd. will maintain professional indemnity, product liability, and public liability insurance with a reputable insurer. This insurance will cover liabilities that might arise in connection with the Contract. Upon request from the Customer, RightFM Ltd. will provide copies of the insurance certificates and proof of premium payments for the current year. Additional insurance requirements may be specified in the Special Conditions.

12. Confidentiality

  • 12.1 Both parties agree not to share any confidential information about the other party’s business, customers, suppliers, or clients during the Contract or for five years after it ends, except as outlined in Clause 12.2.
  • 12.2 Confidential information may only be shared:
    • With employees, representatives, subcontractors, or advisers who need it to fulfil the obligations of the Contract. The disclosing party must ensure these individuals comply with confidentiality rules.
    • If required by law, a court, or a governmental/regulatory authority.
  • 12.3 Neither party will use the other’s confidential information for any purpose other than fulfilling the Contract.

13. Termination

  • 13.1 The Customer can terminate the Contract immediately by providing written notice if:
    • There is a change of ownership or control in RightFM Ltd.
    • RightFM Ltd.’s financial position worsens to the extent that its ability to meet its obligations under the Contract is at risk.
    • RightFM Ltd. breaches Clause 5.3(h) (compliance with laws and policies).
  • 13.1.2 The Customer can also terminate the Contract for any reason by providing written notice, as defined in the Special Conditions.
  • 13.2 Either party may terminate the Contract immediately by written notice if:
    • The other party commits a serious (material) breach of the Contract that cannot be resolved, or fails to fix a resolvable breach within the period specified in the written notice.
    • The other party takes steps toward insolvency, administration, liquidation, or similar actions (unless for a solvent restructuring).
    • The other party stops or threatens to stop a significant part of its business operations.

14. Consequences of Termination

  • 14.1 On termination, RightFM Ltd. must immediately deliver all completed or incomplete Deliverables and return any materials belonging to the Customer. If RightFM Ltd. fails to do so, the Customer may enter RightFM Ltd.’s premises to retrieve these items. Until returned, RightFM Ltd. is responsible for keeping the items safe and must not use them for unrelated purposes.
  • 14.2 Termination does not affect any rights or remedies that have already accrued before the Contract ends. Both parties retain the right to claim damages for breaches that occurred before termination.
  • 14.3 Any parts of the Contract that are designed to remain in effect after termination or expiry will continue to be enforceable.

15. Force Majeure

  • 15.1 Neither party will be held responsible for delays or failures to fulfil their obligations under the Contract if caused by events beyond their reasonable control. If the delay lasts for more than two weeks, the unaffected party may terminate the Contract by giving 14 Business Days’ written notice.

16. General

  • 16.1 Assignment and Dealings
    • The Customer can assign, subcontract, transfer, or otherwise manage their rights and obligations under the Contract at any time.
    • RightFM Ltd. cannot transfer, subcontract, or otherwise manage its rights and obligations under the Contract without the Customer’s prior written consent.
  • 16.2 Notices
    • Any notice under the Contract must be in writing and can be:
      • Delivered by hand.
      • Sent by prepaid first-class post or another next-day delivery service to the party’s registered office or primary business address.
      • Sent by email to the address specified in the purchase order.
    • Notices are considered received:
      • Upon hand delivery, as recorded by a signature or at the time it’s left at the proper address.
      • Two Business Days after posting, if sent by first-class post or next-day delivery.
      • At the time an email is sent, or when business hours resume if sent outside normal working hours. Business hours are 9.00 am–5.00 pm, Monday to Friday, excluding public holidays in the place of receipt.
    • This section does not apply to legal proceedings or documents related to dispute resolution.
  • 16.3 Severance If any part of the Contract is deemed invalid or unenforceable, it will be modified as little as necessary to make it enforceable. If modification is not possible, it will be removed entirely, and the rest of the Contract will remain valid.
  • 16.4 Waiver A waiver of any rights under the Contract is only valid if given in writing. Failure to enforce a right or remedy does not mean the right is waived, nor does it limit future enforcement of rights under the Contract or law.
  • 16.5 No Partnership or Agency The Contract does not create a partnership, joint venture, or agency relationship between the parties. Neither party can act on behalf of or commit the other.
  • 16.7 Third Party Rights
    • The Contract does not grant rights to any third party under the Contracts (Rights of Third Parties) Act 1999 unless explicitly stated.
    • Parties to the Contract do not need third-party consent to vary or cancel the Contract.
  • 16.8 Variation Any changes to the Contract, including additional terms, must be agreed in writing and signed by both parties or their authorised representatives.
  • 16.9 Governing Law The Contract and any related disputes (including non-contractual claims) will be governed by the laws of England and Wales.
  • 16.10 Jurisdiction The courts of England and Wales will have exclusive authority to handle any disputes or claims related to the Contract.

The Schedule: Mandatory Policies

The following policies apply:

  • Modern Slavery and Human Trafficking Policy.
  • Corporate and Social Responsibility Policy.
  • Anti-Bribery and Anti-Corruption Policy.
  • Ethics Policy.
  • Data and Privacy Policy.
  • Security Policy.

*We may update this policy from time to time, and any changes will be reflected on this page.