Conditions for the Supply of Goods/Services

Last changed (25/07/2022)

1. DEFINITIONS

“Military World Equipment” means all plant, tools, equipment or other items belonging to Military World
“Contract” means all designs, models, drawings, prints, samples, data, documents of all kinds, materials, photographs, negatives, diskettes, films, software or any other similar items.
“Goods” means the items specified in the Purchase Order (or amendment thereof) to be supplied by the Supplier in accordance with the Contract.
“Purchase Order” means Military World Limited=s official numbered Order.
“Services” means the Services specified in the Purchase Order including the giving of advice (or amendment thereof) to be carried out the Supplier in accordance with the Contract.
“Supplier” means the person, firm, company or corporation with whom Military World Limited places a Purchase Order.

2. ASSIGNMENT AND SUBCONTRACTING

The Supplier shall not assign or subcontract the whole or part of the benefits or burdens under the Contract without the previous written consent of Military World Limited.
Military World Limited may assign all or any of its rights and obligations under this Contract to any company or subsidiary of Military World Limited.

3. PERFORMANCE

3.1 The Goods supplied under the Contract shall:

be of good and sound design, materials and workmanship;
be of merchantable quality and fit for the purpose(s) for which they are supplied under the Contract;
conform as to description, specification and quantity with the particulars stated in the Contract;
comply with all statutory requirements and regulations applicable to the Goods;
be free from any defect in title;
be returnable to the Supplier within 21 days in the event that the Goods are, or have suffered damage during manufacture or transit which could not be reasonably discerned from the inspection on delivery, unsuitable for the purpose intended for their use, or not in accordance with the Contract, in which case the Contract shall be deemed to be terminated in accordance with clause 12.1.

3.2 The Services executed under the Contract shall:

1. be carried out with reasonable care and skill;
2. be carried out with due expedition and within the time (if any) specified in the Contract;
3. comply with all statutory/local authority/site and other regulations applicable to the Services.

4. DELIVERY OF THE GOODS / COMPLETION OF THE SERVICES

4.1 Delivery shall be deemed to be made upon receipt of the Goods by Military World Limited in accordance with the Contract.
4.2 The Services shall be considered complete when Military World Limited are satisfied that the Services have been completed in accordance with the Contract.
4.3 The time of delivery of the Goods and of performance of the Services shall be of the essence of the Contract

5. MAINTENANCE

The Supplier shall for 12 months following delivery of the Goods / completion of the Services promptly remedy any defects arising from faulty design materials or workmanship at the Supplier=s expense.

6. RISK AND PROPERTY IN THE GOODS

Without prejudice to the rights and obligations of the parties under the Contract, the property in the Goods or any part thereof shall pass to Military World Limited on delivery or on payment by Military World Limited (whichever is earlier) but the risk shall not pass to Military World Limited until the Goods have been delivered in accordance with the Contract.

7. REPAIRS TO MILITARY WORLD LIMITED EQUIPMENT

7.1 Where any Military World equipment is to be modified, reconditioned or repaired by the Supplier the property therein shall remain with Military World Limited at all times. The risk shall remain with the Supplier whilst Military World Limited Equipment is under the Supplier=s care and control.
7.2 The Supplier shall clearly identify and mark Military World Equipment as Athe property of Military World Limited@ or in such manner as Military World Limited may require and shall separately store, safeguard and maintain it in good order and condition and keep appropriate records thereof.
7.3 Damage to or loss of Military World Limited Equipment arising from bad workmanship or from the Supplier=s failure to comply with the provision of sub-clause 7.2 shall be made good at the Supplier=s expense either by the Supplier or as Military World Limited otherwise instructs or by replacement equipment of at least the equivalent quality.
7.4 Military World Limited Equipment shall not be disposed of by the Supplier to any third party nor used except for the purpose of carrying out the Contract.

8. PAYMENT

8.1 The price(s) detailed in the Contract shall remain firm and fixed for the duration of the Contract.
8.2 The Supplier shall send to Military World Limited a detailed itemised invoice(s) as instructed on the Purchase Order, clearly stating the Purchase Order number, and all information required to be stated on a tax invoice for VAT purposes.
8.3 The Supplier will be paid within 30 days of receipt of a properly payable invoice or delivery of the goods / services unless otherwise specified in writing.
8.4 Payment shall not operate as a waiver of any rights of Military World Limited under the Contract or at law.
8.5 In order to facilitate payment by bank transfer the Supplier shall provide bank account details.

9. INDEMNITIES

The Supplier shall be liable for, indemnify, defend and hold Military World Limited harmless from and against all losses, costs, damages and expenses of every kind and nature, including legal expenses, in respect of:

injury, sickness, disease or death of any person, including Military World Limited=s employees, or
loss of or damage to any property, including Military World Limited=s property arising out of or in connection with the Contract, save insofar as the same is caused by the negligence of Military World Limited.

10. INTELLECTUAL PROPERTY

10.1 All intellectual property rights (including, without limitation, patents, copyrights, design rights, registered to the Supplier shall remain the property of Military World Limited.
10.2 All AIP Rights@ in all Data or any other materials prepared or developed by the Supplier under or in connection with the Contract are hereby assigned to and shall vest in Military World Limited free from any encumbrance and with full title guarantee. The Supplier shall sign such further documents or do such acts as Military World Limited may require to ensure that the rights vest in Military World Limited.

11. INSURANCE

The Supplier shall effect and maintain general third party and where applicable, product liability insurance with a combined bodily injury and property damage limit of not less than five million pounds (,5,000,000) per occurrences arising from the one event and unlimited in any period of insurance (aggregate for product liability). Such insurance shall contain an indemnity to principals clause. The Supplier shall at Military World Limited=s request furnish Military World Limited with a current certificate of insurance as prescribed by Military World Limited.

12. TERMINATION

12.1 Without prejudice to either party=s other rights and remedies under this Contract or at law, either party may terminate the Contact forthwith on notice to the other if the other:

commits a breach of this Contract and fails to remedy such breach (where it is capable of remedy) within 30 days of receipt of a notice in writing requiring it to so; or
ceases to trade, or is unable to pay its debts as they fall due or has a petition presented or a meeting convened for the purpose of winding-up the defaulting party or enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or an administration order is made in relation to it or it has a receiver or administrative receiver appointed over all or a substantial part of its assets or similar or analogous order is made or proceeding commenced or officer appointed or action taken in consequence of debt. In the event of termination by Military World Limited under sub-clause 12.1(a) Military World Limited may retain out of any amount due to the Supplier under the Contract an amount equal to any bonafide claim Military World Limited may have against the Supplier arising out of such breach.

12.2 In addition, Military World Limited may at its convenience terminate the Contract or any part thereof at any time by giving notice to the Supplier. In this event, Military World Limited shall, subject to any other provisions of the Contract, pay the Supplier for all Goods and/or Services supplied in accordance with the Contract up to the time of termination.
12.3 Upon termination of the Contract the Supplier shall immediately return to Military World Limited all Military World Limited Equipment and Data which the Supplier may have in its possession.

13. CONFIDENTIALITY

13.1 The Supplier shall keep confidential all information connected with the business of Military World Limited or which comes to the Supplier=s knowledge under or a s a result of the Contract and shall not disclose it to any third party or use it other than for performance of the Contract except:-

with the prior written agreement of Military World Limited; or
by requirement of law

13.2 The provisions of Clause 13.1 shall not apply to such information if it is:-

in the public domain otherwise than by failure of the Supplier to comply with Clause 13.1, or
in the possession of the Supplier before these confidentiality obligations came into effect, or
obtained from a third party who is free to disclose the same.

13.3 If the Supplier enters or has entered into a separate confidentiality agreement with Military World Limited, the terms of such confidentiality agreement shall take precedence over this Clause 13.
13.4 The Supplier shall not announce or publicise this or any other Contract with Military World Limited without the written consent of Military World Limited.

14. APPLICABLE LAW

The construction and performance of the Contract shall be governed by the laws of England and the parties hereby submit to the exclusive jurisdiction of the Courts of England.

15. REJECTION

15.1 Without prejudice to any of its other rights hereunder, Military World Limited may by notice to the Supplier reject all or any of the Goods or Services if the Supplier fails to comply with any of its obligations under the Contract. Military World Limited shall not be deemed to have accepted the Goods or Services until Military World Limited has a reasonable time after delivery to inspect the Goods or Services.
15.2 The Supplier shall, at Military World Limited=s option, replace Goods or rectify the Services rejected by Military World Limited with goods or services which in all respects conform with the Contract or credit Military World Limited with the invoice price thereof.

16. FORCE MAJEURE

If one of the parties cannot perform its obligations due to an act of force majeure which shall include war, hostilities, civil war, rebellion, revolution, insurrection or other disturbance, but not industrial action bu its own employees, that party may, without prejudice to any other claims or remedies it might have, suspend performance of the Contract by written notice to the other party. The party suffering the event of force majeure shall use all reasonable efforts to bring the event to an end. If the force majeure event persists for a period of 3 months or longer the party not suffering force majeure may terminate this Contract immediately upon written notice.

17. ENTIRETY

The Contract comprises the entire agreement between the parties and no other terms and conditions unless agreed in writing between the parties shall apply.

18. Payment Policy

Military World Limited is committed to paying its suppliers in accordance with the Confederation of British Industry Better Payment Practice code. As such, we promise to:

agree payment terms at the outset of a deal and stick to them, these will normally be 30 days from receipt of the supplier’s invoice or delivery of supplies, whichever is later
explain our payment procedures to suppliers
pay bills in accordance with any contract agreed with the supplier or as required by law, providing supplies have been satisfactorily received and correctly invoiced in accordance with the terms and conditions printed above

Our payment method is Bank Transfer. We will endeavour to post payments so that they reach suppliers within the payment time. However, we cannot be responsible for strikes etc. of which suppliers would be requested to make such allowances should they occur.
If suppliers have a problem over late payment which they are unable to resolve with their contacts in our ordering teams, they should contact the Company Secretary, either by telephone on 0330 124 8060, or in writing to Military World Ltd, Sussex House, South Coast Road, Peacehaven, East Sussex, BN10 8JJ who will deal with the matter in accordance with our corporate complaints procedures.