VEON LTD – PURCHASE ORDER TERMS AND CONDITIONS OF BUSINESS FOR THE SUPPLY OF GOODS AND SERVICES TO VEON LIMITED AND / OR FOREST ENTERPRISES LIMITED.
BY ACCEPTING OUR PURCHASE ORDER YOU ACCEPT THE TERMS AND CONDITIONS OF SUPPLY SET OUT BELOW. THESE TERMS APPLY TO THE EXCLUSION OF ANY OTHER TERMS WHICH THE SUPPLIER SEEKS TO INCLUDE OR INCORPORATE.
- Definitions.
In this purchase order, the following definitions apply:
Purchaser: The purchaser will be either Veon Ltd (Company Number: 570149) or Forest Enterprises Ltd (Company Number: 161538, trading as Veon) as identified on the Purchaser Order issued to the Supplier or by the Supplier’s contact in Veon.
Supplier: The supplier is the person or firm who provides the services and products from the Supplier in line with the Purchase Order issued by the Purchaser.
Charges: the charges payable by the Purchaser for the supply of Goods and Services in accordance with clause 5.
Purchase Order: these Terms and Conditions together with the document containing the Purchaser’s order for Services as set out in the Purchaser’s Purchase Order form, or the Purchaser’s written acceptance of a quotation by the Supplier, as the case may be.
Services: All of the services described in this Purchase Order and/or the Specification together with any services which can be reasonably inferred for the proper execution and completion of this Purchase Order.
Goods: All goods and materials described in the Purchase Order to be supplied to the Purchaser under this Purchase Order.
Specification: the specification for the Goods and/or Services as set out in the Purchase Order.
Terms and Conditions: these terms and conditions and any other amending or supplementary terms and conditions which may be agreed in writing by the Purchaser.
Supplier Materials: All materials, equipment, documents and other property of the Supplier.
- GENERAL
2.1. These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the Purchaser.
2.2. Before the commencement of the services the Supplier shall submit to the Purchaser a Specification Document which shall specify the goods and services to be supplied and the price payable.
2.3 All Specification Documents shall be subject to these Terms and Conditions and, where the services are subject to oversight by the Department of Agriculture, Food and the Marine or other Government body, the Specification Document must adhere to any guidelines set down by the Department or other Government Body.
2.4 By accepting a Purchase Order, the Supplier expressly agrees to the following Conditions.
2.5 The Purchase Order constitutes an acceptance by the Purchaser of an offer made by the Supplier to provide Services and/or Goods in accordance with these Conditions and at the price set out in the Purchase Order.
2.6 The Purchase Order shall only be deemed to be accepted when the Supplier issues an acceptance of the Purchase Order at which point, and on which date the Contract shall come into existence (Commencement Date). For the avoidance of doubt, if the Supplier commences the supply of goods or services in keeping with a Purchase Order issued to the Supplier, then Veon shall be entitled to deem the Purchase Order as accepted by the Supplier.
2.7 The Contract, being the Purchase Order as accepted by the Supplier together with these Terms and Conditions of Business constitutes the entire agreement between the parties. The Supplier acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Purchaser which is not set out in the Contract. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, may be relied upon by the Purchaser and may form part of the Contract or any other contract between the Supplier and the Purchaser for the supply of the Services or Goods.
2.8 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.9 Any quotation given by the Supplier shall constitute an offer.
2.10 The Purchaser will not accept any responsibility for any Purchase Order which is not on an official order form (digital or hardcopy) and fully completed by a duly authorised representative of the Purchaser. All correspondence, advice notes, and invoices must quote the Purchase Order number stipulated on the Purchase Order. All such correspondence, advice notes and invoices must reference the Purchase Order and failure to do so will likely delay payment of any related invoice.
2.11 The Supplier shall ensure that the supply of Goods and/or Services shall be in compliance with all applicable laws, statutes and regulations.
- SUPPLY OF GOODS AND SERVICES
3.1 The Supplier shall supply the Goods and Services to the Purchaser in accordance with the Purchaser Order and the Specification in all material respects.
3.2 The Supplier is responsible for meeting all agreed performance dates and understands that a failure to meet such dates, may cause the Purchaser and / or the Purchaser’s client to fall in breach of their obligations. As such, the Supplier fully indemnifies the Purchaser and their clients for any such breach that may occur. For clarity, this clause does not differentiate between the early or late delivery of Services.
3.3 The Supplier shall not make any changes to the Services unless such changes have been agreed to in writing by the Purchaser.
3.4 The Supplier warrants to the Purchaser that the Goods and Services will be provided using reasonable care and skill.
3.5 The Supplier shall maintain adequate cover by insurance against such product liability and other risks necessary to cover the liability of the Supplier to the Purchaser and subject to the Purchaser’s right to inspect and approve such policies of insurance.
3.6 The Supplier remains fully responsible at all times for the safe keeping of its plant and equipment, documentation, the Purchaser shall have no responsibility in relation to the safe keeping of any of the Suppliers plant, equipment and documentation.
- PURCHASER’S OBLIGATIONS
4.1 The Purchaser shall:
(a) ensure that the terms of the Purchase Order and any information it provides in the Specification are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
- CHARGES AND PAYMENT
5.1 The price payable by the Purchaser for the Services shall be the price specified in the Purchase Order.
5.2 No variation in the Price or the method of payment specified in this Purchase Order will be accepted without the prior written approval of the Purchaser.
5.3 The Supplier shall invoice the Purchaser 30 days in arrears and all invoices are to be delivered by email to [email protected] or posted to the Purchaser’s registered office, being 1 Leopardstown Business Centre, Ballyogan Road, Dublin 18, D18 N578.
5.4 The Purchaser shall pay each invoice submitted by the Supplier within 90 days of the date of the invoice unless:
5.4.1 If the services or goods supplied by the Supplier are connected to the provision of services that are associated with a Government grant scheme then Veon will pay the Supplier’s invoice within 30 days of receipt of the associated Government grant being received by Veon.
5.5 All amounts payable by the Purchaser under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT).
5.6 The Purchaser may, without limiting its other rights or remedies, set off any amount owing to it by the Supplier against any amount payable by the Purchaser to the Supplier.
- LIMITATION OF LIABILITY:
6.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 10 of the Sale of Goods and Services Act 1980
6.2 Subject to clause 7.1:
(a) the Purchaser shall not be liable to the Supplier, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Contract.
6.3 This clause 6 shall survive termination of the Contract.
- TERMINATION
7.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within one week of that party being notified in writing of the breach;
7.2 Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party six weeks’ written notice.
7.3 Without limiting its other rights or remedies, the Purchaser shall have the right to terminate this Contract or any other contract between the Purchaser and the Supplier if the Supplier fails to meet its obligations under this Contract.
- CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
(a) Any outstanding debts between the parties shall be paid in keeping with the Contract;
(b) the Purchaser shall return all of the Supplier Materials which have not been fully paid for and this shall be done at the Supplier’s own expense;
(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
- COMPLIANCE
9.1 The Supplier represents and warrants to the Purchaser and the Purchaser’s clients that:-
(a) all Goods and Services delivered pursuant to this Purchase Order will have been produced, sold and delivered to the Purchaser, and all facilities used by the Supplier in connection with the delivery of any Goods or Services shall be, in compliance with all applicable EU, national, state, municipal and local laws and regulations;
(b) all Goods delivered pursuant to this Purchase Order will have been sourced from the sources agreed with the Purchaser and will not have been produced using child labour;
(c) it has obtained and will maintain (at its cost) any necessary licences, clearances, consents, authorisations and permits whatsoever relating to the manufacture, transportation, importation, packing, delivery, sale or performance of the Goods and/or Services to the Purchaser; and
(d) any packaging, marking, labelling and shipping papers for international shipment of all hazardous materials will meet applicable national and International laws and regulations, and the Supplier hereby indemnifies the Purchaser and its clients against any and all liabilities, fines, damages, costs or expenses which may accrue to or be sustained by the Purchaser or its clients as a result of a breach of the Seller’s warranties under this clause 9.
9.2 Should this Purchase Order involve any hazardous substances or materials as determined by Irish or EU laws or any other applicable laws or regulations, the Supplier warrants that the Supplier comprehends the nature of the hazard related to the use, handling and transportation of such materials as applicable to the Supplier. Upon receipt of this Purchase Order, the Supplier shall notify the Purchaser of any such hazardous materials present in any of the Goods ordered by the Purchaser.
9.3 The Supplier shall furnish prior to Delivery all appropriate safety data sheets and any other documentation requested by the Purchaser so as to enable the Purchaser to comply with applicable laws and regulations on receipt of Goods or performance of the Services
- GENERAL
10.1 Force majeure:
(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
(b) The Supplier shall not be liable to the Purchaser as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents the Supplier from providing any of the goods or services for more than one month, the Purchaser shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Supplier.
10.2 Assignment and subcontracting:
(a) The Purchaser may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
(b) The Supplier shall not, without the prior written consent of the Purchaser, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
10.3 Notices:
(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by registered post, recorded delivery or by commercial courier, at its registered office.
10.4 Waiver:
(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
10.5 Severance:
(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
10.6 Third parties: Other than the Purchaser’s clients, a person who is not a party to the Contract shall not have any rights under or in connection with it.
10.7 Variation: Any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Purchaser.
10.8 Governing law and jurisdiction: This Contract, 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, and construed in accordance with, Irish law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of Ireland.
10.9 Consumers Personal Data: VEON Ltd will maintain and keep the Purchaser’s Personal Data in a very private manner and will adhere to all aspects of the Data Protection Regulations. For more information please review Veon’s Privacy Notice as published on www.veon.ie
10.10 Indemnity: The Supplier shall indemnify the Purchaser and its clients against all claims, costs and expenses which the Purchaser and / or its clients may incur and which arise directly or indirectly from any breach of any of the Supplier’s obligations under these Terms and Conditions
10.11 Confidentiality: All parties shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to them by the other party. This includes other confidential information concerning our business or its products and services which the Supplier may obtain. The Supplier agrees to restrict disclosure of such confidential information to third parties unless there is a need to for those third parties to know it for discharging The Supplier’s obligations under this agreement. The Supplier agrees to ensure that any disclosure is subject to the obligations of confidentiality in relation to this agreement. This clause shall survive termination of the agreement.