Terms & Conditions of Purchase

1. General

Except where condition 8 applies, these terms and conditions apply to every order placed by DePest Ltd. No terms and conditions provided by the Supplier that are inconsistent with these shall have any effect unless expressly accepted by DePest in writing. In the absence of such acceptance, the Supplier is deemed to contract solely on the basis of these terms.

The contract shall commence and the Supplier will be contractually bound upon the despatch of a purchase order by DePest.

2. Purchase Order

2.1 The Supplier shall ensure that the goods and/or services shall:

• Correspond with the quantity, type, sort, quality and description set out in the purchase order.
• Meet the performance standards and dates specified on the purchase order.
• Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for purpose.
• Where applicable, be free from defects in design, materials and workmanship for 12 months after delivery.
• Comply with all applicable statutory and regulatory requirements relating to manufacture, labelling, and delivery.

2.2 If the goods/services do not comply, DePest is entitled to return, reject, or require re-performance of services without prejudice to rights to claim compensation.

2.3 If the Supplier fails to deliver by the specified date, DePest shall be entitled to terminate the contract without notice.

3. Price, Payment and Set Off

3.1 The price shall be as set out in the purchase order and is inclusive of packaging, insurance, and carriage. No extra charges are effective unless agreed by DePest.

3.2 Suppliers shall invoice DePest after delivery (for goods) or as agreed (for services). Invoices must contain the purchase order number and supporting information.

3.3 DePest will pay correct invoices within 30 days of the date of a valid invoice.

3.4 DePest may set off any amount owing to it by the Supplier against any amount payable by DePest to the Supplier.

4. Indemnity and Insurance

The Supplier shall indemnify DePest in full against all costs, expenses, damages and losses (direct or indirect) arising out of the performance of the contract or breach by the Supplier. The Supplier shall maintain sufficient insurances and provide written evidence upon request.

5. Confidentiality

The Supplier shall treat all confidential information belonging to DePest as confidential and shall not disclose it without prior written consent.

6. Termination

In addition to clause 2.3, DePest may terminate with immediate effect if the Supplier commits a material or persistent breach and fails to remedy it within 7 days, or commits a breach that cannot be rectified.

7. Additional Provisions

7.1 Force Majeure: Neither party is liable for failure caused by circumstances beyond reasonable control. If such events prevent supply for more than 4 weeks, DePest may terminate.

7.2 Assignment: The Supplier shall not assign or subcontract any rights without prior written consent from DePest.

7.3 Notices: Communications must be in writing and delivered by prepaid first-class post.

7.4 Waiver: No delay in enforcing a term shall be deemed a waiver of rights.

7.5 No Partnership: Nothing in the Contract constitutes a partnership between parties.

7.6 Third Parties: A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999.

7.7 Variation: Any variation is only binding when agreed in writing and signed by DePest.

7.8 Severance: If any provision is held unlawful, the remainder of the provisions shall stand in full effect.

7.9 Statutory Requirements: The Supplier shall comply with all applicable statutes and bye-laws.

7.10 Governing Law: The Contract is governed by English law and subject to the exclusive jurisdiction of the courts of England and Wales.

8. Precedence of Terms

These terms apply unless DePest specifies different terms in tender or quotation documentation. If different terms are specified by DePest, those will override these purchase order terms.