Terms & Conditions

Standard Terms and Conditions for Goods and Services V2.3, 08 May 2018

  1. GENERAL Except where condition 22 applies these terms and conditions apply to every order placed by JENOPTIK Traffic Solutions UK Limited with any individual, firm or company. No terms or conditions in or attached to any catalogue, invoice or other sales literature or document or tender or dispatch/delivery advice note of the Supplier which are inconsistent with these terms and conditions or which purport to add to or vary them in any way shall have any effect unless expressly accepted by Jenoptik in writing. In the absence of such acceptance the Supplier shall be deemed to have withdrawn or waived his terms or conditions and to contract solely on the basis of Jenoptik, and acceptance of any goods and/or services shall not constitute or be deemed to constitute acceptance by Jenoptik of the Supplier’s terms or conditions. The contract shall commence and the Supplier will be contractually bound upon the despatch of a purchase order by Jenoptik.
  2. PRICE The price to be paid for the goods and/or services is set out in the purchase order. No variation of such price shall be effective unless agreed in writing between the Supplier and Jenoptik.
  3. CONFORMITY TO PURCHASE ORDER AND COUNTERFEIT GOODS The goods and/or services supplied or performed under the contract shall: (a) conform as to the quantity, type, sort, quality and description; (b) be fit for the purpose made known to the Supplier expressly or by implication and in this respect Jenoptik shall rely on the suppliers skill and judgement; (c) be new (unless otherwise specified in the purchase order) and of sound materials and skilled and careful workmanship; (d) be genuine and not counterfeit; and comply with any current legislation and standards specified and where no standard is specified comply with the relevant British Standards or equivalent. If the goods and/or services do not so comply Jenoptik is entitled at its option either to return the goods at the risk of the Supplier and reject the goods and/or services and require the Supplier to re-perform the services or accept the whole or part of the goods and/or services supplied by the Supplier but without prejudice to any rights of Jenoptik to claim compensation or damages for loss or damage suffered as a result of such failure to comply.
  4. DELIVERY OF GOODS AND/OR PERFORMANCE OF SERVICES (a) All goods and/or services ordered by Jenoptik shall be delivered or performed at the cost of the Supplier. (b) Failure to deliver the goods or perform the services on the date specified on the purchase order shall entitle Jenoptik to cancel the contract without notice.
  5. INVOICES, PAYMENT AND SET OFF (a) Detailed priced invoices, which shall be valid VAT invoices, shall be sent by first class post to Jenoptik at the address detailed in the purchase order. Invoices shall be sent immediately after delivery of goods is made or completion of the services and shall bear Jenoptik purchase order number. (b) Payment for goods and/or services provided shall be made at the time agreed by the parties. (c) Jenoptik shall make payment within 30 days of receipt of a valid invoice from the Supplier. (d) Jenoptik may set off against any sums due to the Supplier whether under this contract or otherwise any lawful set off or counterclaim to which Jenoptik may at any time be entitled.
  6. INDEMNITY AND INSURANCE The Supplier shall hold and keep Jenoptik fully indemnified from and against all actions, costs, claims, demands and liability whatsoever in respect of any injury or damage to persons or property due to or arising out of the performance of the contract or any breach by the Supplier of these terms and conditions or any terms or obligations implied by law or any other relevant statutory provision as may be in force from time to time. The Supplier shall at all times have sufficient insurances in place and provide written evidence to Jenoptik upon request.
  7. FORCE MAJEURE Notwithstanding anything contained in these terms and conditions neither Jenoptik nor the Supplier shall be liable for any loss damage or expense suffered or incurred by the other party if by reason of fire, accident, wars, or any restriction or prohibition imposed by the Government or any duly authorised authority which could not reasonably have been prevented or avoided by Jenoptik or the Supplier as the case may be, either (a) Jenoptik is prevented from or delayed in accepting delivery of any goods and/or services or any part of the goods and/or services or in paying for the same or any part thereof at the due time or (b) the Supplier is prevented from or delayed in the supply of any goods and/or services ordered by Jenoptik.
  8. CONFIDENTIALITY The Supplier shall treat all confidential information belonging to Jenoptik as confidential and safeguard it accordingly; and shall not disclose any confidential information without the prior written consent of Jenoptik.
  9. WAIVER No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of the contract shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this contract.
  10. AMENDMENT This contract may not be varied except by an agreement in writing signed by the duly authorised representatives of the parties.
  11. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 Unless the right of enforcement is expressly granted, it is not intended that a third party should have a right to enforce a provision of this contract pursuant to the Contracts (Rights of Third Parties) Act 1999. The parties may rescind or vary this contract without the consent of a third party to whom an express right to enforce any of its terms has been provided.
  12. TERMINATION If at any time after the commencement of the contract the Supplier shall commit an act of bankruptcy or in the case of a Limited Company call a meeting of its creditors then Jenoptik shall be entitled to treat the contract as repudiated and cancelled in respect of any goods and/or services not delivered in accordance with the terms of the contract. If the Supplier breaches any terms of this contract Jenoptik may (if the breach is capable of remedy) give the Supplier notice of the breach and the Supplier shall remedy the breach within 7 days from receipt of notice of the breach. If the Supplier fails to remedy the breach or if the breach is not capable of remedy Jenoptik may terminate the contract with immediate effect.
  13. SUB-CONTRACTING AND ASSIGNMENT OF LIABILITY The Supplier shall not sub-contract or assign or transfer this contract from Jenoptik or the benefit of this contract to any third party except with the consent in writing of Jenoptik.
  14. ENFORCEABILITY If any provision in this contract shall in whole or in part be held to any extent to be unlawful or unenforceable under any enactment or rule of law, the remainder of the provisions shall stand in full force and effect.
  15. OBSERVANCE OF STATUTORY REQUIREMENTS The Supplier shall comply with all statutes , orders , regulations or bye laws applicable to the performance of this contract , including health and safety, and shall indemnify Jenoptik against any losses, claims or liabilities, expenses, proceedings or otherwise as a result of the Supplier’s non compliance with the same.
  16. EQUALITY AND DIVERSITY The Supplier shall comply with all applicable equality law (whether in relation to race, sex, gender reassignment, age, disability, sexual orientation, religion or belief, pregnancy, maternity or otherwise) and not unlawfully discriminate within the meaning and scope of any law, enactment, order or regulation relating to discrimination including the Equality Act 2010 (as amended from time to time) in the performance of its obligations under this contract.
  17. ANTI-BRIBERY The Supplier shall comply with all applicable laws and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (as amended from time to time). The Supplier represents that no gift or undue financial or other advantage has been offered or given, or will be offered or given, by or on behalf of the Supplier to any person (whether working for or engaged by Jenoptik or any third party) for the purposes of securing this contract or securing favourable treatment under this contract. Any breach of this condition by the Supplier shall be deemed an irremediable breach of this contract and shall entitle Jenoptik to immediately terminate this contract in accordance with condition 12.
  18. MODERN SLAVERY ACT The Supplier represents that neither the Supplier nor any of it agents or subcontractors has: (a) committed an offence under the Modern Slavery Act 2015 (the “MSA”); or (b) been notified that it is subject to an investigation relating to an alleged offence under the MSA; or (c) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an offence under the MSA. The Supplier shall: (a) comply with all applicable provisions of the MSA and any MSA reporting requirements issued by Jenoptik; and (b) notify Jenoptik promptly in writing if it becomes aware or has reason to believe that it or any of its agents or subcontractors have breached or potentially breached the MSA. Such notice shall set out full details of the circumstances concerning the breach or potential breach of the Supplier’s obligations. Any breach of this condition by the Supplier shall be deemed an irremediable breach of this contract and shall entitle Jenoptik to immediately terminate this contract in accordance with condition 12.
  19. ENVIRONMENTAL REQUIREMENTS The Supplier shall perform its obligations under the contract in such a manner which minimises environmental damage, including conserving energy, water, wood, paper and other resources, reducing waste and phasing out the use of ozone depleting substances and minimising the release of greenhouse gases and other substances damaging to health and the environment.
  20. NOTICES Any notification by either party to the other under the contract shall be in writing, delivered by first class post, by fax or e-mail to the other party at the address shown in the purchase order. All notices shall be deemed duly given on the day of posting or if sent by fax or e-mail immediately when the notice is transmitted.
  21. PROPER LAW This contract shall be subject to and construed in accordance with English Law and the parties submit to the jurisdiction of the English Courts.
  22. GDPR In accordance with EU Regulation 2016/679 the following will apply
    1. Where we are supplying the goods and/or service it will be under the conditions that we will be granted permission to gain access to data in order to fulfil our obligations of the contract, and that we are allowed to use carefully selected subcontractors who will carry out the tasks on our behalf where necessary to continue and provide continuity of service. Our services will consist of the following
      1. ANPR
      2. Average Speed Enforcement
      3. Bus Lane
      4. Mobile ANPR
      5. Car Park Management
      6. Congestion Charging
      7. BOF
    2. Where we subcontract work to fulfil our obligations of the contract it will be in the expressed knowledge that we will be liable of the sub-processor as per GDPR Article
    3. Where we are purchasing goods or a service, please provide details
    4. Where we are purchasing goods or a service, unless otherwise stated or where law intervenes we do not expect any of our contractors to keep data for any period other than what it was intended for use and must be returned or deleted.
  23. TERMS AND CONDITIONS SPECIFIED UNDER A TENDER OR QUOTATION EXERCISE OR OTHER CONTRACT WILL OVERRIDE THESE TERMS AND CONDITIONS These terms and conditions will apply unless Jenoptik specifies different terms and conditions in its tender or quotation documentation or some other contract entered into by the parties. If different terms and conditions are specified by Jenoptik those terms and conditions will override these purchase order terms and conditions and will apply instead of these.