1. Definitions
Buyer: Hague Fasteners Limited, registered in England (Company No. 03292586),
Monmer Close, Willenhall, West Midlands, WV13 1JR, UK.
Seller: The person, firm, or company supplying the Goods or Services to the Buyer.
Goods: All products, materials, or items supplied by the Seller as described in the Order.
Services: All work or services supplied by the Seller as described in the Order.
Order: The Buyer’s purchase order for Goods or Services.
Contract: The legally binding agreement comprising the Order, these Terms & Conditions of Purchase, and the Hague Fasteners Supplier Code of Conduct.
Code of Conduct:
The Buyer’s Supplier Code of Conduct, as amended from time to time and available at https://www.haguefasteners.co.uk/Supplier_Code_Of _Conduct.pdf.
2. Scope and Application
These Terms apply to all Orders placed by the Buyer. By accepting the Order, supplying the Goods or Services, or acting in a way consistent with fulfilling the Order, the Seller agrees to be bound by these Terms to the exclusion of all other terms unless expressly agreed in writing by the Buyer.
3. Formation of Contract
A Contract is formed when the Seller:
Confirms acceptance in writing;
Begins manufacture, assembly, or provision of the Goods or Services; or
Delivers the Goods or performs the Services.
No variation shall be binding unless agreed in writing by the Buyer.
4. Compliance and Ethics
4.1 The Seller shall comply with all applicable laws, regulations, codes, and standards.
4.2 The Seller shall comply with the Hague Fasteners Supplier Code of Conduct.
4.3 Without limitation, the Seller shall:
Comply with the UK Bribery Act 2010 and equivalent anti-corruption laws;
Meet obligations under the UK Plastic Packaging Tax (PPT);
Provide full CBAM declarations where applicable;
Meet RMI conflict mineral due diligence requirements;
Comply with sanctions and export control laws;
Comply with the UK Modern Slavery Act 2015 and international labour standards.
4.4 The Seller shall provide documentary evidence of compliance when requested.
4.5 Failure to comply is a material breach of contract.
5. Confidentiality and Non-Disclosure
5.1 All information provided by the Buyer is confidential and shall be used only for fulfilling the Contract.
5.2 The Seller shall limit access to those with a need to know and ensure equivalent confidentiality obligations are in place.
5.3 Confidential information shall not be disclosed to third parties without prior written consent.
5.4 Obligations survive for five (5) years from disclosure, or as long as the information remains a trade secret.
6. Delivery and Performance
6.1 Goods shall be delivered and Services performed on the agreed date(s).
6.2 Time is of the essence.
6.3 The Seller shall notify the Buyer immediately if delay is likely.
7. Quality and Inspection
7.1 Goods and Services must fully conform to the Order, specification, and applicable standards.
7.2 The Buyer may inspect or test Goods at any time prior to acceptance.
7.3 The release or onward supply of Goods by the Buyer shall not constitute acceptance. Where Goods are onwardly supplied, acceptance shall be deemed by the end user.
7.4 If Goods or Services are non-conforming, the Buyer may reject, require repair/replacement, or cancel without liability.
7.5 The Seller shall reimburse the Buyer for:
Testing, inspection, and investigation costs;
Return transport and packaging costs;
Transport and recovery costs from the Buyer’s customer;
Handling, administrative, and rework costs.
8. Warranties
The Seller warrants that Goods are:
Of satisfactory quality, fit for purpose, and free from defects;
In compliance with specification and applicable standards;
Non-infringing of any IP rights.
Services will be performed with skill, care, and industry best practice.
9. Indemnity
The Seller shall indemnify the Buyer against all losses, costs, damages, and expenses (including legal fees) arising from:
Breach of Contract;
Defective or non-conforming Goods or Services;
Negligence;
Non-compliance with laws or regulations.
This includes all costs described in clause 7.5.
10. Intellectual Property
Any IP arising from work undertaken for the Buyer or relating to Buyer specifications shall belong to the Buyer unless otherwise agreed in writing.
11. Subcontracting
The Seller shall not subcontract without the Buyer’s prior written consent and remains fully responsible for subcontractor performance and compliance.
12. Insurance
The Seller shall maintain adequate product liability, public liability, and employer’s liability insurance and provide evidence upon request.
13. Health & Safety
The Seller shall comply with all applicable health and safety laws and the Buyer’s site safety rules when on Buyer premises.
14. Data Protection and Cybersecurity
14.1 The Seller shall comply with UK GDPR and data protection laws when processing Buyer personal data.
14.2 The Seller shall maintain appropriate measures to protect data.
14.3 Any suspected or actual data breach must be reported immediately.
15. Payment Terms
Unless otherwise agreed, payment will be made 60 days end of month from the date of a valid invoice.
The Buyer may withhold payment for defective Goods or unresolved disputes and may set off sums due against amounts owed by the Seller.
16. Force Majeure
Neither party is liable for failure due to events beyond reasonable control, including pandemics and government restrictions, provided reasonable mitigation steps are taken.
17. Termination
The Buyer may terminate immediately if the Seller:
Breaches and fails to remedy within 14 days;
Becomes insolvent;
Fails to comply with clause 4 or clause 5.
18. Severability
If any clause is found invalid, the remainder shall remain in force.
19. No Waiver
Failure to enforce any clause shall not waive the right to enforce it later.
20. Governing Law
This Contract is governed by the laws of England and Wales, with exclusive jurisdiction of its courts.