1. Appointment
1.1 The Customer (being Ansco Arena Limited) owns and operates the venue known as The O2 Arena, The O2, Peninsula Square, London, SE10 0DX (the “Venue”).
1.2 The Customer hereby engages the Supplier to supply goods (the “Goods”) and/or provide services (the “Services”), as specified on the front page of the Purchase Order (the “Purchase Order Front Sheet”).
1.3 These terms and conditions and any documents or specifications expressly incorporated by reference or appended hereto (the “Purchase Order Terms and Conditions”) shall apply to both the supply of Goods and the provision of Services, it being acknowledged that certain terms shall only be relevant to the supply of Goods and others to the provision of Services (as applicable). The Purchase Order Front Sheet and the Purchase Order Terms and Conditions together comprise the “Purchase Order”.
Additional or different terms stated in, endorsed upon, delivered with or contained in, any bid/tender, quotation, acknowledgement or acceptance of this Purchase Order, specification or other form utilised by Supplier (or as otherwise communicated by the Supplier) shall NOT be incorporated within this Purchase Order, or otherwise apply to its performance.
2.Supply and Delivery of Goods
2.1 The Supplier shall ensure that the Goods will: (i) correspond with their description; (ii) conform to agreed specifications and are fit for the purpose required by Customer; (iii) be free from defects; and (iv) comply with all applicable statutory and regulatory requirements relating to manufacture, labelling, package, storage, handling and delivery of such Goods.
2.2 The Supplier shall obtain, and at all times maintain, all necessary licences and consents and comply with all relevant legislation in relation to: (i) the Goods and their proposed use by the Customer; (ii) use by the Customer and Supplier of all documents, information and materials provided by the Supplier; and (iii) all its personnel (and the Supplier shall ensure that it has obtained in advance all necessary consents, permissions, approvals and have passed all necessary background checks (including police checks) prior to the delivery of the Goods).
2.3 The Supplier agrees to package the Goods, put them in possession of a carrier, make an appropriate contract for their transport and obtain any necessary documentation to ensure that the Goods arrive at the delivery address and on the date and time specified on the Purchase Order Front Sheet (or in the absence of such specification, on the date and time specified by the Customer to the Supplier) at no additional cost to the Customer. The Supplier shall obtain insurance and, unless otherwise specified on the Purchase Order Front Sheet, be responsible for all transportation costs including loading, unloading and any other charges incidental to transportation.
2.4 Supplier shall notify the Customer at least two business days prior to transporting the Goods to confirm that there are no changes to the delivery date. Supplier shall ensure that it contacts the Customer at least 24 hours prior to delivery in order to coordinate delivery and unloading.
2.5 The Customer shall have two business days to inspect the Goods following delivery and either (i) confirm the Customer’s acceptance of the Goods to the Supplier (“Acceptance”); or (ii) if the Customer considers that the Goods do not conform to the Supplier’s undertakings at clause 2.1 above, the Customer shall inform the Supplier who shall promptly take such remedial action as is necessary to ensure compliance, upon completion of which, this process shall repeat itself until an Acceptance is confirmed.
2.6 The Customer's rights and remedies shall be cumulative and may be exercised from time to time. In addition, in the event of a breach by the Supplier of its obligations hereunder, Customer's remedies in respect of defective or nonconforming product(s) shall include, at the election of Customer, the right to: (i) reject the Goods (in whole or in part) and return them to Supplier at Supplier's risk and cost on the basis that a full refund for the Goods so returned shall be paid forthwith by Supplier; (ii) give Supplier the opportunity at Supplier's expense either to remedy any defect in the Goods or to supply replacement goods and carry out any other necessary work to ensure that the terms of this Purchase Order are fulfilled; (iii) refuse to accept any further deliveries of the Goods but without any liability to Supplier; and (iv) carry out, at Supplier's expense, any work necessary to make the Goods comply with this Purchase Order.
2.7 The Supplier shall ensure that the Goods shall be safe, durable, and free from defects in workmanship, quality and design. The Supplier shall notify the Customer in writing of any defect, omission or other inadequacy promptly upon becoming aware of same.
2.8 The Supplier shall observe all health and safety rules and regulations and other security requirements that apply to the Venue and comply with any reasonable instructions of the Customer.
2.9 No later than the date of Acceptance, the Supplier shall assign to Customer the benefit of all manufacturers’ warranties and/or guarantees relating to the Goods.
3. PROVISION OF SERVICES
3.1 The Supplier shall perform the Services ordered by Customer at the agreed location (if applicable) in accordance with the agreed timetable, as specified on the Purchase Order Front Sheet.
3.2 In providing the Services, the Supplier shall:
3.2.1 co-operate with the Customer in all matters relating to the Services and comply with all reasonable instructions and/or regulations of the Customer including (but not limited to) Customer’s health and safety plan, environmental policies and implementation thereof;
3.2.2 provide the Services with all reasonable care, skill and diligence in accordance with best practice in the Supplier’s industry;
3.2.3 use personnel who are suitably skilled, properly licensed, certified or accredited, and experienced to perform the tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with this Purchase Order. The Supplier agrees that should Supplier require the use of temporary and/or agency staff to assist with providing the Services, the Supplier agrees to ensure that any labour providers supplying such staff comply with UK employment law;
3.2.4 have due regard to the initial statement of Customer’s requirements to the Supplier as the same may be developed or varied from time to time;
3.2.5 ensure that the Services conform to agreed specifications and are reasonably fit for the purpose required by Customer;
3.2.6 provide all equipment, tools and vehicles and such other items required to provide its Services; and
3.2.7 observe all health and safety rules and regulations and other security requirements that apply to the Venue and comply with any reasonable instructions of the Customer.
3.3 The Supplier acknowledges that the Customer is committed to operating the Venue so as to balance economic performance with environmental stewardship, human health and community well-being. As such, the Customer believes in going beyond compliance with legal obligations, adopting a proactive approach to sustainable event management and establishing policies and processes for continually improving the economic, environmental and social performance of its events and the Supplier shall ensure that it shall comply with such policies and processes.
4. Property and Risk
5.1 Title to any assets provided to the Supplier by (or on behalf of) Customer in connection with this Purchase Order shall remain with Customer.
5.2 The title and risk in the Goods shall pass to Customer upon confirmation of Acceptance by the Customer in accordance with clause 2.5 above.
5. Sub-Contractors and Assignment
5.3 The Supplier shall not assign, novate or otherwise transfer this or any right or obligation hereunder (whether or not accrued) without the prior written consent of the Customer (at its sole discretion).
5.4 The Supplier shall not sub-contract the whole or any part of its services under this Purchase Order, except with the prior written consent of the Customer (at its sole discretion).
5.5 No sub-contracting and no consent granted by the Customer to sub-contract shall exclude or limit the obligations and liabilities of the Supplier under this Purchase Order and the Supplier shall be and shall remain fully responsible in respect of all services performed by its sub-contractors as if the same had been performed by the Supplier under this Purchase Order.
6. Insurance
6.1 The Supplier shall obtain and maintain in force throughout the term of this Purchase Order and for a period of 12 years thereafter at its own cost such insurance policies as the Supplier acting reasonably considers to be appropriate and adequate having regard to its obligations and liabilities under this Purchase Order, and in any event must ensure as a minimum that the following policies of insurance are procured and maintained throughout such period with well-established insurers of good repute:
6.1.1 public and product liability insurance with limits of not less than £10,000,000 (ten million pounds sterling) per occurrence including against the following (such list is not exhaustive):
6.1.1.1 loss or damage to any Goods, including any other plant, machinery and equipment owned by the Supplier;
6.1.1.2 loss or damage to any Goods, including any other plant, machinery and equipment procured or manufactured by the Supplier on behalf of the Customer; and
6.1.1.3 loss or damage to any Goods, including any other plant, machinery and equipment hired by the Supplier and/or owned by any sub-contractors of the Supplier;
6.1.2 where the Supplier is providing Services, professional indemnity insurance of a minimum of £5,000,000 (five million pounds sterling) for any one claim or occurrence and in the aggregate per year;
6.1.3 employer's liability insurance as required by English law of a minimum of £10,000,000 (ten million pounds sterling) for any one claim or occurrence; and
6.1.4 any other form of insurance which is required by operation of any relevant law or is necessary for the completion of its obligations under this Purchase Order (including, if and to the extent applicable, motor vehicle insurance).
6.2 The Supplier shall provide to Customer at the same time as signing and returning this Purchase Order, documentary evidence, to show that the insurance specified in this clause 6 is in place and being maintained.
7. Indemnity AND LIABILITY
7.1 The Supplier shall indemnify and keep the Customer indemnified on demand from and against any and all losses, liabilities, claims, costs, demands, expenses and fees (including, without limitation, legal and other professional fees), actions, proceedings and damages suffered or incurred by the Customer: (i) for an actual or alleged infringement of a third party's intellectual property rights by the Supplier; (ii) by a third party for death, personal injury or damage to property arising out of or in connection with the Goods and/or the Services to the extent attributable to the acts or omissions of the Supplier, its employees, agents or sub-contractors; (iii) by way of a third party claim arising out of or in connection with the Goods and/or Services (as applicable), to the extent that such claim arises out of the breach, negligent performance or delay in performance by Supplier, its employees, agents or subcontractors; (iv) arising out of or in connection with any negligent act or omission by the Supplier, the Supplier’s personnel and/or sub-contractors or their employees in connection with this Purchase Order; and (v) any breach of clause 11.3 of these Purchase Order Terms and Conditions.
7.2 Neither party excludes or limits its liability under this Purchase Order for:
7.2.1 death or personal injury caused by its negligence;
7.2.2 fraud or fraudulent misrepresentation;
7.2.3 any type of liability which cannot by law be excluded or limited; or
7.2.4 any liability under any indemnity given pursuant to this Purchase Order (whether under this clause 7 or otherwise).
7.3 Subject to clause 7.2, the Customer shall not be liable to the Supplier under this Purchase Order whether in contract, tort (or delict) or otherwise (including any liability for any negligent act or omission) for:
7.3.1 any loss of profits;
7.3.2 any loss of revenue, business, contracts or goodwill; or
7.3.3 any consequential, special or indirect loss or damage,
howsoever arising out of or in connection with this Purchase Order and even if a party has been advised of the possibility of such loss or damage occurring.
8. Prices and Payment Terms
8.1 In consideration for the Goods and/or the Services, where applicable, the Customer shall pay the Supplier the sums set out on the Purchase Order Front Sheet (the “Fee”).
8.2 Unless otherwise stated, prices are a fixed lump sum price as stated on the Purchase Order Front Sheet, and are inclusive of all sales, VAT and other applicable taxes. No increase in the price will be accepted by Customer unless a person authorised by the Customer has agreed to such increase. The price of any goods in addition to the Goods or services in addition the Services required by the Customer shall be mutually agreed by the parties.
8.3 The remuneration payable by the Customer for the Good and/or Services (as applicable) shall be paid by the Customer to the Supplier by bank transfer to such bank account nominated by the Supplier and within 30 days of receipt of a valid invoice from the Supplier (or such other date as agreed between the parties in writing) and in accordance with the payment schedule set out on the Purchase Order Front Sheet.
8.4 Invoices are due and payable on presentation of an invoice and a late charge of 2% (the parties agree is a substantial remedy for the purposes of Section 9 of the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002 and 2013) will be added to balances unpaid within 14 days of the payment dates set out on the Purchase Order Front Sheet.
8.5 The Customer may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier.
9. Cancellation
If:
9.1.1 at any time the Customer has reasonable grounds for being dissatisfied with the competence of or the resources being allocated by the Supplier; or
the Supplier is in material default of any of his obligations under this Purchase Order and such default shall not have been remedied within the reasonable period specified by Customer after the 9.1.2 Customer has given written notice of the same to the Supplier; or
9.1.3 the Supplier is being or has been wound-up or becomes insolvent or enters into liquidation, receivership, administration, voluntary arrangement or other composition with creditors or some other analogous event;
then the Customer may, at any time thereafter and without prejudice to any other rights or remedies, forthwith terminate this Purchase Order by written notice.
9.2 If the Customer shall be in material or persistent breach of its obligations under this Purchase Order and shall fail to remedy the same after receiving written notice from the Supplier specifying the breach and requiring its remedy, then the Supplier shall be entitled forthwith by notice to the Customer to terminate this Purchase Order.
9.3 If this Purchase Order is terminated for any reason, the Supplier shall take such steps as may be necessary to organise a safe conclusion of activities and deliver to the Customer any applicable Documents (as defined below) whether in the course of preparation or completed.
9.4 Except in circumstances where the Customer has terminated this Purchase Order pursuant to clauses 9.1.2 or 9.1.3 (in which case no further sums will be due or payable by the Customer to the Supplier), following termination of this Purchase Order and subject to the terms set out herein and any set-off or deductions it may be entitled properly to make as a result of any breach of this Purchase Order by the Supplier, the Customer shall pay to the Supplier, in full and final settlement of any claim which the Supplier may have in consequence thereof, any instalments of remuneration which may have accrued due prior to the date of such termination in respect of Goods validly delivered and Services properly performed less any payments which have been paid previously to the Supplier. Such payment shall be applied for and paid subject to the provisions set out in clause 8. The Supplier shall on demand reimburse the Customer any amount of the Fee paid in excess of the sums owing from the Customer to the Supplier under this clause. Save as stated in this clause, no further amounts of the Fee shall be payable after termination.
9.5 Subject to clause 9.4, termination of this Purchase Order shall be without prejudice to the rights and remedies of either party in relation to any default, negligence or breach of contract of the other prior to such termination.
Termination of this Purchase Order, howsoever arising, shall not affect any of the parties; rights and remedies that have accrued as at termination.
10. Intellectual Property
10.1 Nothing in this Purchase Order is intended to convey any ownership or other rights in the trademarks, service marks, patents, copyright and related rights or other intellectual property rights in the Venue, and/or Customer and their respective affiliates (together the "Trade Marks"). Ownership of all such Trade Marks shall remain the property of the Customer.
10.2 The Supplier shall not: (i) use any Trade Marks without the prior written consent of Customer; and (ii) hold itself out to be a preferred supplier and/or official partner and/or sponsor of the Customer.
10.3 Supplier grants to the Customer with full title guarantee a royalty-free, non-exclusive, worldwide and irrevocable licence to use and reproduce all and any drawings, specifications, schedules and other information and documentation and the designs contained in them prepared or provided or to be prepared or provided by Supplier ("Documents") in connection with this Purchase Order or any part thereof.
10.4 The Supplier shall execute such documents and perform such acts as may be required fully and effectively to assure to Customer the rights referred to in clause 10.2.
10.5 The Supplier shall not without the prior written approval of Customer take or authorise the taking of any photographs of the Venue for use in any publicity or advertising or publish alone or in conjunction with any other person any articles, photographs or other illustrations or any part of it.
11. Miscellaneous
11.1 Save in respect of any party which is a group undertaking (as defined in section 1161 of the Companies Act 2006) of the Customer (in respect of whom it is acknowledged that this Purchase Order may be performed for the benefit and accordingly any such group undertaking shall be treated as a beneficiary), a person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any provision of this Purchase Order but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
11.2 The Supplier warrants, represents, and agrees that neither it nor any of its group undertakings (as defined in section 1161 of the Companies Act 2006) (as applicable) has engaged or will engage in any activity, practice or conduct which would constitute or be capable of constituting an offence under the Bribery Act 2010 and/or if applicable, the Modern Slavery Act 2015.
11.3 The Supplier warrants that it shall comply with the (i) UK General Data Protection Regulations and any other applicable data protection legislation including the Data Protection Act 2018 in connection with the exercise and performance of its Services and obligations under this Purchase Order; and (ii) any data processing agreements as provided by the Customer to the Supplier from time-to-time.
11.4 All notices between the parties with respect to this Purchase Order shall be in writing and signed by or on behalf of the party giving it, or at the Customer’s election, by email. Any notice shall be duly given (i) on delivery if delivered by hand, (ii) 48 hours after sending if sent by first class post or special or recorded delivery (or other “proof of delivery” or “proof of posting” service that Royal Mail may from time to time offer) or (iii) on sending if sent by email (provided that a copy is also sent by post, unless the Customer has expressly confirmed that email notice only will be sufficient under this Purchase Order). Notices shall be sent to the addresses specified in the Purchase Order.
11.5 Save as is otherwise required by law or any regulatory authority, the Supplier undertakes that it shall keep secret and shall not without the prior written consent of the Customer disclose to any person any confidential information relating to this Purchase Order the Venue and/or the Customer. This clause 11 shall survive termination of this Purchase Order.
11.6 Notwithstanding any provision of this Purchase Order to the contrary, the provisions of clauses 6, 7, 9, 10, and 11 and any other clauses which expressly or impliedly survive termination of this Purchase Order for any reason whatsoever shall continue in full force and effect after termination.
11.7 Nothing contained in this Purchase Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
11.8 Except as set out herein, no variation to this Purchase Order shall be effective unless it is agreed in writing and signed by both parties.
11.9 This Purchase Order and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of England and Wales and, subject to the right of the parties to this Purchase Order to enforce a judgment obtained in the English Courts in any other jurisdiction, the parties hereby irrevocably submit to the exclusive jurisdiction of the English Courts.