These terms and conditions apply to all purchases of Goods and/or Services by ASK4 unless a specific agreement is referenced on the Order signed by ASK4 for the provision of specific Goods and/or Services.
1. Definitions and interpretation
1.1 In these Conditions:
|ASK4||the member company of the ASK Group whose details are shown on the relevant purchase order or is otherwise communicated to You;|
|ASK4 Group||means ASK4 Limited and any subsidiary undertaking or parent undertaking as defined by section 1162 Companies Act 2006 (as amended from time to time);|
|Business Day||means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;|
|Conditions||means these terms and conditions as amended from time to time;|
|Contract||means the contract between You and ASK4 for Your supply of Goods and/or Services entered into accordance with these Conditions;|
|Data Protection Legislation||means all applicable data protection, privacy and direct marketing legislation in force from time to time;|
|Deliverables||means all documents, products and materials You develop as part of or in relation to the Services in any form or media;|
|Goods||means the goods (or any part of them) set out in the Order and any incorporated Specification;|
|Intellectual Property Rights||means patents, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered which subsist or will subsist now or in the future in any part of the world;|
means the following ASK4 business policies as amended from time to time:
means ASK4’s order for the supply of Goods and/or Services, as set out in ASK4’s purchase order form;
means the services, including any Deliverables, to be provided by You under the Contract as set out in the Specification;
means the description or specification for the Goods and/or Services which shall include any written sales or promotional literature provided by You to ASK about the Goods and/or Services.
1.2.1 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.2.2 Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.3 A reference to writing or written includes email but not fax.
2. Basis of contract
2.1 The Order constitutes an offer by ASK4 to purchase Goods and/or Services from You in accordance with these Conditions.
2.2 The Order shall be deemed to be accepted on the earlier of:
2.2.1 You issuing written acceptance of the Order; or
2.2.2 You starting to fulfil the Order (provided no informal requests for Services made by ASK4 are capable of acceptance by You and only must only act on receipt of an Order from ASK4), at which point the Contract shall come into existence.
2.3 Only the Order, these Conditions, and the Specification form the Contract. Your terms do not apply nor are any terms incorporated by course of dealing, or trade custom and practice.
3. Supply of Goods
3.1 You shall ensure that all Goods supplied shall:
3.1.1 correspond with their description and any applicable Specification;
3.1.2 be of satisfactory quality and fit for the purpose ASK4 will use the Goods for where this is made know to You and the purpose you hold them out as being able to fulfil; and
3.1.3 comply with all applicable statutory and regulatory requirements.
3.2 You shall have and maintain all the licences, permissions, authorisations, consents and permits that You need to carry out obligations under the Contract in respect of the Goods.
4. Delivery of Goods
4.1 You shall ensure that:
4.1.2 the Goods reach their destination in good condition; and
4.1.3 each delivery of the Goods is accompanied by a sufficiently detailed delivery note.
4.2 You shall deliver the Goods:
4.2.1 on the date specified in the Order or, if no such date is specified, then within the timescale agreed in writing or, if no such date is agreed, then as soon as is reasonably possible;
4.2.2 to the location as is set out in the Order or as instructed by ASK4 before delivery (Delivery Location); and
4.2.3 at the time of day agreed in writing with ASK4 and, if no such time is specified, between 9:00 – 17:30 on Business Day in the Delivery Location.
4.3 Unless otherwise agreed in the Order, packaging material shall only be returned to You on request at Your cost.
4.4 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
4.5 You shall not deliver the Goods in instalments without ASK4’s prior written consent. Where it is agreed that the Goods are delivered in instalments, they may be invoiced and paid for separately. Your failure to deliver any one instalment on time or at all or any defect in an instalment shall entitle ASK4 to the remedies set out in clause 6.1.
4.6 Title and risk in the Goods shall pass to ASK4 on completion of delivery.
5. Supply of Services
5.1 You shall, from the date set out in the Order, supply the Services in accordance with the terms of the Contract for the duration set out in the Order or, where no duration is specified, until the Services set out in the Order are completed.
5.2 You shall meet any performance completion dates for the Services specified in the Order or that You have agreed in writing with ASK4.
5.3 In providing the Services, You shall:
5.3.1 perform the Services with the best care, skill and diligence in accordance with best practice in Your industry, profession or trade;
5.3.2 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to provide the Services in accordance with the Contract;
5.3.3 ensure that the Services will conform with all descriptions, standards and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose that ASK4 has made known to You;
5.3.4 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to ASK4, will be free from defects in workmanship, installation and design;
5.3.5 obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
5.3.6 hold all materials, equipment and tools, drawings, specifications and data supplied to You by ASK4 (ASK4 Supplied E&M) in safe custody at Your own risk and segregated from your own or other customer’s materials, equipment and data, maintain the ASK4 Supplied E&M in good condition until either they are returned to ASK4 or installed as is required by the nature of the Services, and not dispose or use the ASK4 Supplied E&M other than in accordance with ASK4’s written instructions or authorisation;
5.3.7 not do or omit to do anything which may cause ASK4 to lose any licence, authority, consent or permission upon which ASK4 relies for the purposes of conducting its business;
5.3.8 comply with any additional obligations as set out in any applicable Specification;
5.3.9 comply with all applicable laws, statutes, regulations and codes from time to time in force; and
5.3.10 comply with the Policies.
6. ASK4 remedies
6.1 If Goods are not delivered by, and/or Services are not provided by, the applicable date, ASK4 shall be able to:
6.1.2 terminate the Contract with immediate effect by giving You written notice;
6.1.3 refuse to accept any subsequent performance of the Services and/or delivery of the Goods;
6.1.4 recover from You any costs ASK4 incurs in obtaining substitute goods and/or services from a third party;
6.1.5 require You to refund sums paid in advance for Services and/or Goods; and
6.1.6 claim damages for any additional costs, loss or expenses incurred by ASK4 which are attributable to Your failure to meet the applicable delivery/completion dates.
6.2 If Goods do not comply with clause 3.1 and/or supplied Services do not comply with clause 5.3.1, 5.3.3, 5.3.8 or 5.3.9, then ASK4 shall be able to:
6.2.1 terminate the Contract with immediate effect by giving You written notice;
6.2.2 reject the Goods and/or Services (in whole or in part) provided that ASK4 shall, on request, return Goods supplied at Your risk and expense;
6.2.3 require You to re-provide the Goods and/or Services or to provide a full refund of the price of the Goods and/or Services that do not comply with these clauses of the Contract (if paid);
6.2.4 recover from You any expenditure incurred by ASK4 in obtaining substitute goods and/or services from a third party; and
6.2.5 claim damages for any additional costs, loss or expenses incurred by ASK4 arising from Your failure to supply Goods and/or Services in accordance with these clauses of the Contract.
7. ASK4’s obligations
7.1 ASK4 shall (where appropriate and subject to your compliance with this Contract):
7.1.1 pay the charges set out in the Order for the Goods and/or Services;
7.1.2 provide You with reasonable access at reasonable times to ASK4 premises or ASK4 client premises for the purpose of providing the Services;
7.1.3 provide such necessary information for the provision of the Services as You may reasonably request; and
(d) provide the necessary ASK4 Supplied E&M.
8. Charges and payment
8.1 The price for the Goods and/or Services shall be the price set out in the Order, and no extra charges shall be effective unless agreed in writing and signed by ASK4.
8.2 In respect of the Goods, You shall invoice ASK4 on or within a reasonable period after completion of delivery. In respect of Services, You shall invoice ASK4 on completion of the Services or within a reasonable period thereafter.
8.3 Your invoices shall include the relevant purchase order number and sufficient information to allow ASK4 to verify the accuracy of the invoice, including where the price is related to the volume of Goods and/or Services supplied that is not fixed in the Order appropriate details of the volume of Goods and/or Services supplied (for example time sheets showing the hours worked by employees/personnel providing the Services, usage reports for software utilised).
8.4 ASK4 shall pay all undisputed invoices in accordance with the payment terms specified in the Order or, where no payment terms are specified, within 30 days of the end of the month within which a properly submitted invoice was received. Different payment terms specified on your invoice will be disregarded.
8.5 You shall ensure Your invoices comply with applicable VAT (or equivalent sales tax) requirements and applicable laws.
8.6 Where sums due are not paid in full by the due date, You may charge interest on such sums at 2% per annum, and interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full.
8.7 If ASK4 may set off any liability to You against Your liability to ASK4, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, ASK4 may convert either liability at a market rate of exchange for the purpose of set-off.
9. Intellectual property rights
9.1 You shall ensure that you own (or have an appropriate licence of) all Intellectual Property Rights (other than Intellectual Property Rights in any ASK4 Supplied E&M) necessary to provide, and allow ASK4 to use for the Goods and/or Services for the purposes detailed in the Order, which the Goods and/or Services are held out to be used for or which You are reasonably aware ASK4 will use them for.
9.2 You shall grant ASK4 (or shall procure the direct grant of):
9.2.1 an appropriate licence to enable ASK4 to use the Goods and/or Services for the purposes detailed in the Order, which the Goods and/or Services are held out to be used for or which You are reasonably aware ASK4 will use them for,
9.2.1 a fully paid-up, worldwide, non-exclusive, royalty-free licence to copy and modify the any Deliverables prepared for ASK4 for the purpose of receiving and using the Deliverables.
9.3 You acknowledge that You shall have no rights in ASK4 Supplied E&M.
10.1 You shall indemnify ASK4 against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by ASK4 arising out of or in connection with:
10.1.1 any claim made against ASK4 for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding the ASK4 Supplied E&M);
10.1.2 any claim made against ASK4 by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables; and
10.1.3 any claim made against ASK4 by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services.
10.2 This clause 10 shall survive termination of the Contract.
11. Health and Safety
11.1 Where requested by ASK4, and it is reasonably necessary considering the Services to be provided, You shall:
11.1.1 provide ASK4 with relevant information to enable ASK4 to successfully assess Your compliance with applicable health & safety laws;
11.1.2 nominate a dedicated health and safety contact for all the Services;
11.1.3 produce a risk and method statement (RAMS) no later than 3 Business Days prior to commencement of any Services for approval by ASK4 (such approval not to be unreasonably withheld or delayed), and You shall not start providing Services under any Order without an approved RAMS;
11.1.4 keep and maintain records of mandatory health and safety training and make these available to ASK4 upon request; and
11.1.5 ensure that tools and equipment are suitable for their intended use and their details are kept on a regularly checked and updated asset register.
12. Limitation of liability
12.1 The liability of the parties shall not be limited in any way for the following:
12.1.1 death or personal injury caused by negligence;
12.1.2 fraud or fraudulent misrepresentation;
12.1.3 any losses caused by wilful misconduct; or.
12.1.4 any other losses which cannot be excluded or limited by applicable law.
12.2 Except where clause 12.1 applies or where the liability relates to damage to tangible property or ASK4 Supplied E&M, Your liability, in connection with each Order, shall not exceed a sum equal to 150% of each Order’s value. Your liability for any damage to tangible property shall not exceed the greater of £2,000,000.00 or 150% of the Order’s value.
12.3 Except where clause 12.1 applies, ASK4 shall not be liable for consequential, indirect or special losses or any damages for any direct loss of profits or loss or revenue.
12.4 Except where clause 12.1 applies, ASK4’s liability shall not exceed the sum of the charges (and any interest due thereon) due and payable by ASK4 under the Contract.
13.1 Either party may terminate the Contract at any time by giving notice in writing to the other party if the other party commits a material breach of the Contract and such breach is not remedied within 30 days of receiving written notice of such breach.
13.2 ASK4 shall be entitled to immediately terminate the provision of Goods and/or Services or require suspension of the provision of the Services or the delivery of further Goods under the Contract where:
13.2.1 ASK4 has concerns regarding Your compliance with applicable laws;
13.2.2 You are in material breach of the Policies or the Contract, and this is causing safety, security or reputational concerns; or
(c) ASK4’s customer requires the supply of Goods and/or Services to be suspended or terminated (but ASK4 shall only suspend or terminate the requested Goods and/or Services).
13.3 Termination or expiry of the Contract shall not affect the parties’ rights and remedies that have accrued as at termination or expiry. Any provision of the Contract that expressly or by implication is intended to continue after termination or expiry of the Contract shall remain in full force and effect.
14.1 Insurance: During the term of the Contract and for a period of 6 years thereafter, You shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on ASK4’s request, produce evidence of such cover being in place.
14.2 Force majeure: Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any standdown charges, redeployment fees any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control or circumstances or causes beyond its reasonable control mean ASK4 can no longer use the Goods and/or Services for their intended purpose. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for a period of more than 60 days, ASK4 may terminate the Contract (in whole or in part) by giving you as much notice as is reasonably possible.
14.3 Confidentiality: A party may use Confidential Information only as is necessary to perform any obligations under the Contract provided disclosures of Confidential Information as required by law, a court of competent jurisdiction or any governmental or regulatory authority are permitted.
14.4 Non-solicitation: You shall not solicit the employment of ASK4 staff. This shall not stop you from recruiting ASK4 staff via general recruitment activity.
14.5 Data Protection: Where the provision of Goods and/or Services requires You to act as a data processor on behalf of ASK4, you shall enter into a separate data processing agreement with ASK4 that complies with applicable Data Protection Laws. Where no such agreement is entered into between the parties the provisions of the Standard Contractual Clauses between Controllers and Processors prepared by the EU Commission (Commission Implementing Decision (EU) 2021/915 of 4 June 2021) shall be incorporated into the Contract and apply to Your processing of personal data.
14.6 Assignment and other dealings: You shall not assign, transfer, charge, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without ASK4’s prior written consent (which will not be unreasonably withheld).
14.7 Subcontracting: You may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of ASK4. You remain responsible for all the acts and omissions of its subcontractors.
14.8 Notices: Any notice given by a party under the Contract shall be sent to the relevant party at its registered office address by recorded post and shall be deemed received on the Business Day after posting. Notices to ASK4 shall also be sent to firstname.lastname@example.org.
14.9 Severance: If any part of the Contract is or becomes invalid, illegal or unenforceable, it shall be replaced with a provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.10 Waiver: No failure or delay by a party to exercise any right or remedy provided under the Contract or by law (in whole or in part) shall constitute a waiver of that or any other right or remedy.
14.11 Entire agreement: The Contract constitutes the entire agreement between the parties provided that ASK4’s rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by applicable law.
14.12 Variation: No variation of the Contract shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.
14.13 Governing law and Jurisdiction: The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
For purchase orders entered into prior to 03 March 2022, our previous terms of purchase available here apply.