These Terms and Conditions shall apply to all purchases of Goods and/or Services made by CIT unless CIT have expressly indicated different Conditions, Terms and Conditions or Contract shall apply to govern the purchase.

Provision of Goods

1. The supplier shall ensure that the Goods shall correspond with their description and any applicable Goods specification set out in the PO.
2. The supplier shall ensure that the Goods shall be of satisfactory quality and fit for required purpose.
3. The supplier shall ensure that the Goods shall be free from defects in design, materials, and workmanship and remain so for twelve {12) months after delivery as a minimum.
4. The supplier shall comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling, and delivery of the Goods.
5. Unless otherwise stated in the PO, where the goods are to be delivered by the supplier, the point of delivery shall be when the Goods are removed from the supplier’s transporting vehicle:
   • On the date specified in the PO or, if no such date is specified, on the date agreed between CIT and the supplier
   • During CIT’s normal hours of business on a Business Day, or as otherwise instructed in writing by CIT
   • At the location specified in the PO or such other location as instructed in writing by CIT before delivery
   • And the supplier shall offload the Goods as directed by CIT
6. Where the Goods are to be collected by CIT, the point of delivery shall be when the Goods are loaded onto CIT’s transporting vehicle.
7. Delivery will be deemed to be incomplete if the supplier fails to provide CIT with all the documentation or training necessary for the safe and proper operation or intended use of the Goods and CIT shall have the right to inspect and test the Goods at any time before delivery.
8. The issue by CIT of a receipt for the Goods shall not constitute any acknowledgement of the condition, quantity, or nature of the Goods.
9. The supplier must ensure all Goods are suitably packaged, marked in a proper manner and in accordance with any CIT instructions, statutory requirements, and any requirements of the carriers. CIT shall not be obliged to return any packaging materials for any Goods whether or not they are accepted by CIT.
10. If the Goods require the carrying out of tests, installation or training, delivery shall not be deemed to be complete until such tests have been passed, all Goods installed, or training delivered to CIT’s unconditional satisfaction and the Supplier shall provide to CIT upon request with copies of all test reports and all test reports and all data discovered as a result of testing.
11. If CIT install any Goods supplied to it, the Supplier shall supply in advance of delivery a functional description of each part of the Goods, together with sufficient drawings and instructions to allow CIT to install, operate and maintain the Goods including details of any special environmental controls required to ensure that the Works meet any relevant specification.

Delivery of Goods

1. The Supplier shall notify CIT if any delivery or performance is likely to be delayed beyond the date specified in the PO or, if no such date is specified in the PO, beyond the date which had been agreed between CIT and the Supplier. If the PO provides for the payment of liquidated damages for delays in performance or delivery, then these shall apply. If not, then the provisions of the below clause shall apply.
2. The Supplier shall give CIT not less than 30 days’ written notice where it proposes to alter the scheduled service times agreed by CIT or, where service times have not been specified, outside of the standard service times. Where the Supplier’s revised service times will no longer satisfy the requirements of CIT, CIT reserves the right to terminate this Agreement.
3. The Supplier is not entitled to charge any Wasted Journey charge where the Supplier has attempted to attend a site outside of the service times agreed by CIT in writing or where the Supplier is unable to demonstrate compliance. Where service times have not been specified by CIT, the agreed service times shall be deemed to be 0800 to 1700 hours Saturday to Thursday (excluding public holidays).

Hazardous goods

1. If any Goods to be provided or performed under the Agreement involve the use of any hazardous substances or requires any special precautions to be taken to ensure safety in handling, transport, storage or use, the Supplier shall prior to delivery furnish CIT with written details of the nature of those substances and the precautions to be taken and shall ensure that before dispatching appropriate instructions and warning are clearly and prominently marked or securely attached to any containers into which they are packed.
2. In particular (but without limitation) the Supplier shall provide to CIT in writing all such data, instructions and warnings required to comply with applicable worldwide legislation, including without limitation relating to health and safety and shall indemnify CIT against any and all liabilities, claims and expenses which may arise as a result of the Supplier’s failure to do so.

Price and payment

1. The price for the works shall be as set out, described and/or calculated in or pursuant to the PO and will be fixed unless the PO provides otherwise. The Price shall be inclusive of all other charges and expenses including packaging, shipping, carriage, insurance, testing and delivery of any Goods to the delivery address and any duties, imposts, or levies.
2. No increase to the Price may be made (whether on account of increased material, labour, or transport costs, fluctuations in exchange rates, legislative or regulatory changes, or otherwise) without the prior written consent of CIT. CIT shall be entitled to any discount of prompt payment, bulk purchase or volume purchase customarily granted by the Supplier, whether or not shown on its own terms and conditions of sale.
3. Unless specified otherwise in the PO, the Supplier shall invoice CIT at any time after the later of the due date for completion and/or delivery of the Goods/Works and the actual date of such completion and/or delivery. The invoice shall comply with the Invoice instructions and shall state clearly that it is an invoice and include the PO number, the full name of the CIT contracting legal entity, a description of the Goods/Works to which the invoice relates, a valid CIT vendor number, the Suppliers name and valid commercial registration number and such other information as CIT may reasonably require. Any incomplete invoice will be invalid. For the avoidance of doubt, CIT shall not be bound by a purchase order for a price other than as set out, described and/or calculated in or pursuant to the PO.
4. CIT shall not be obliged to pay and/or consider any invoice that:
   • Does not comply with the Invoice instructions
   • Exceeds valid CIT purchase order
   • Is not addressed to the correct CIT contracting legal entity; and/or
   • Does not quote valid CIT Purchase order number or is received more than ninety (90) days after the Goods have been delivered and/or Services completed
5. All invoices must be sent by email or post to Accounts Payable department and to the PO Box address stipulated by CIT.

Continuous improvement

1. The supplier undertakes to use its best endeavors to adopt a policy of continuous improvement throughout the term of the Agreement in relation to the Goods/Works, pursuant to which it shall regularly review the Goods/Works to:
   • Improve the quality, scope, and efficiency of the Goods/Works; and
   • Reduce the Price, any charges, and CIT’s costs, without adversely affecting the Goods/Works or any standards or levels applicable to the Goods/Works

Warranties

1. The Supplier warrants that it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorized representative of the Supplier.

Force majeure

1. CIT shall have no liability to the Supplier, or be deemed to be in breach of the Agreement, for delay in performing, or failure to perform, any of its obligations under this Agreement as a consequence of any of the following events, where the event is outside of CIT’s reasonable control.
   • Flood, storm, severe weather conditions or other natural events; War, terrorist action, hostilities, revolution, riot, or civil disorder
   • Any obstruction of any public or private highway or road or any event which prevents or obstructs access to the location

Indemnity

1. The Supplier shall indemnify CIT against all liabilities, costs, expenses, damages, and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by CIT arising out of or in connection with.
2. Any claim made against CIT 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 CIT Materials), or use of the Deliverables or publication of the Deliverables.
3. Any claim made against CIT 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
4. Any claim made against CIT by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services.
5. These clauses shall survive termination of the Contract.

Confidentiality

1. For the purposes of this clause, “Confidential Information” means any information which has been designated as confidential by CIT in writing or which because of its content ought to be considered as confidential(however it is conveyed or on whatever media it is stored), information the disclosure of which would, or would be likely to, prejudice the interests of CIT, its trade secrets, Intellectual Property Rights or know-how and all personal data and sensitive data within the meaning of the Data Protection Act 1998.
2. The Supplier shall:
   • Treat all Confidential Information belonging to CIT as confidential and shall use its best endeavors to prevent its employees, consultants, agents, suppliers and sub­ contractors from making any disclosure to any person of any such Confidential Information; and
   • Not disclose any Confidential Information belonging to CIT to any other person without prior written consent of CIT, except to such persons and to such extent as may be necessary for the performance of the Supplier’s obligations under the Agreement or except where disclosure is otherwise expressly permitted by the provisions of this Agreement.