TERMS AND CONDITIONS OF PURCHASE
1. DEFINITIONS
In these Terms and Conditions, the following definitions shall apply.
Agreement means these Terms and Conditions, together with any Purchase Order, specification, scope of work, statement of work, quotation accepted by Total Property Factoring & Management Ltd in writing, schedule, appendix, or other document expressly incorporated by Total Property Factoring & Management Ltd.
Applicable Laws means all applicable laws, statutes, regulations, codes of practice, standards, statutory guidance, professional requirements, health and safety obligations, environmental requirements, data protection legislation, anti-bribery legislation, modern slavery legislation, and any other legal or regulatory requirements applicable to the Products, Services, Deliverables, the Supplier, Total Property Factoring & Management Ltd, or Total Property Factoring & Management Ltd’s clients.
Business Day means any day other than a Saturday, Sunday, bank holiday, or public holiday in Scotland or England and Wales.
Client means any client, customer, housing provider, local authority, public sector body, private sector body, contractor, consultant, resident, tenant, landlord, owner, funder, regulator, insurer, or other third party for whom, or in connection with whom, Total Property Factoring & Management Ltd is providing services.
Confidential Information means any and all information, in whatever form, whether written, oral, visual, electronic, digital, technical, commercial, financial, operational, strategic, legal, or otherwise, disclosed by or on behalf of Total Property Factoring & Management Ltd to the Supplier, or obtained by the Supplier in connection with this Agreement. This includes, without limitation, business information, client information, resident or tenant information, asset information, building information, drawings, surveys, reports, photographs, specifications, pricing, project data, technical data, designs, methods, processes, procedures, software, systems access, know-how, trade secrets, procurement information, tender information, and any information relating to Total Property Factoring & Management Ltd’s clients or projects.
Data Loss Event means any event that results, or may result, in unauthorised access to, loss of, destruction of, alteration of, corruption of, disclosure of, or damage to Personal Data processed by the Supplier in connection with this Agreement.
Data Protection Legislation means all applicable data protection and privacy legislation in force in the United Kingdom from time to time, including the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations, and any successor, replacement, or supplementary legislation.
Deliverables means all outputs, documents, reports, data, designs, drawings, specifications, calculations, photographs, schedules, programmes, asset data, survey outputs, certificates, models, recommendations, records, inspection notes, compliance documents, software files, digital files, presentations, manuals, risk assessments, method statements, and any other material or output produced, prepared, supplied, or developed by the Supplier in connection with the Services.
Force Majeure Event has the meaning given in Clause 25.
Intellectual Property Rights means patents, trademarks, service marks, trade names, business names, domain names, design rights, copyright, database rights, moral rights, rights in confidential information, know-how, inventions, rights in software, rights in data, applications for any of those rights, and any equivalent or similar rights anywhere in the world.
Total Property Factoring & Management Ltd means Total Property Factoring & Management Ltd, being the purchasing party named on the relevant Purchase Order.
Total Property Factoring & Management Ltd Property means all property, equipment, documents, information, materials, tools, templates, systems access, drawings, data, designs, software, hardware, devices, survey equipment, branded materials, client information, project information, and any other items provided by Total Property Factoring & Management Ltd or paid for by Total Property Factoring & Management Ltd.
Personal Data has the meaning given to it in the Data Protection Legislation.
Price means the price payable by Total Property Factoring & Management Ltd for the Products, Services, or Deliverables, as set out in the relevant Purchase Order or otherwise agreed in writing by Total Property Factoring & Management Ltd.
Products means any goods, items, equipment, materials, hardware, software, tools, survey devices, samples, parts, components, documentation, or other products supplied by the Supplier to Total Property Factoring & Management Ltd.
Purchase Order means a written purchase order issued by Total Property Factoring & Management Ltd to the Supplier for the purchase of Products, Services, or Deliverables.
Services means any services supplied by the Supplier to Total Property Factoring & Management Ltd, including, without limitation, consultancy services, technical services, surveying, site inspections, asset management support, data collection, data processing, reporting, energy efficiency services, retrofit support, fire safety support, building safety support, compliance services, design support, specification writing, contract administration support, project management support, clerk of works services, quality assurance, testing, validation, professional advice, administration, and any other services described in a Purchase Order.
Specification means any scope, drawing, brief, specification, requirement, schedule, standard, technical instruction, client requirement, performance requirement, output requirement, policy, process, or other instruction issued or approved by Total Property Factoring & Management Ltd.
Supplier means the person, company, partnership, consultant, contractor, subcontractor, agency, or other organisation supplying Products, Services, or Deliverables to Total Property Factoring & Management Ltd.
Third Party means any person or organisation other than Total Property Factoring & Management Ltd or the Supplier.
UK GDPR means the retained UK version of the General Data Protection Regulation as applicable in the United Kingdom.
2. INTRODUCTION
2.1 These Terms and Conditions apply to all purchases by Total Property Factoring & Management Ltd from the Supplier unless Total Property Factoring & Management Ltd expressly agrees otherwise in writing.
2.2 These Terms and Conditions govern the supply of Products, Services and Deliverables by the Supplier to Total Property Factoring & Management Ltd.
2.3 Total Property Factoring & Management Ltd and the Supplier shall each be referred to as a Party, and together as the Parties.
2.4 These Terms and Conditions shall apply to the exclusion of any terms or conditions contained in, supplied with, attached to, or referred to in any Supplier quotation, acknowledgement, invoice, delivery note, website, portal, correspondence, or other document, unless expressly accepted in writing by Total Property Factoring & Management Ltd.
2.5 The Supplier’s commencement of work, acceptance of a Purchase Order, delivery of Products, provision of Services, or submission of an invoice shall be deemed acceptance of these Terms and Conditions.
2.6 References to writing include email unless expressly stated otherwise.
2.7 References to legislation include that legislation as amended, replaced, extended, or re-enacted from time to time.
3. CONFIDENTIALITY
3.1 The Supplier shall keep all Confidential Information strictly confidential and shall not disclose it to any Third Party without Total Property Factoring & Management Ltd’s prior written consent.
3.2 The Supplier shall use Confidential Information only for the purpose of fulfilling its obligations to Total Property Factoring & Management Ltd under this Agreement.
3.3 The Supplier shall ensure that Confidential Information is disclosed only to those of its employees, officers, consultants, subcontractors, advisers, and agents who need to know it for the purpose of performing the Agreement.
3.4 The Supplier shall ensure that any person to whom Confidential Information is disclosed is subject to confidentiality obligations no less onerous than those contained in this Agreement.
3.5 Confidential Information includes information relating to Total Property Factoring & Management Ltd’s clients, client sites, residents, tenants, properties, buildings, assets, stock condition, compliance status, energy performance, fire safety matters, technical information, commercial arrangements, project risks, and procurement activity.
3.6 The Supplier shall not use Total Property Factoring & Management Ltd’s name, logo, brand, client names, project names, photographs, case studies, or references for marketing, publicity, social media, tender submissions, or promotional purposes without Total Property Factoring & Management Ltd’s prior written consent.
3.7 The Supplier shall immediately notify Total Property Factoring & Management Ltd if it becomes aware of any unauthorised disclosure, loss, or misuse of Confidential Information.
3.8 The obligations in this Clause shall continue after expiry or termination of the Agreement.
4. PURCHASE TERMS
4.1 Total Property Factoring & Management Ltd shall not be bound by any order unless it is issued in writing by Total Property Factoring & Management Ltd or otherwise expressly authorised by Total Property Factoring & Management Ltd in writing.
4.2 Each Purchase Order may include, as applicable:
a. Purchase Order number;
b. Supplier name;
c. project name or reference;
d. client reference;
e. description of Products, Services or Deliverables;
f. scope of work;
g. Specification;
h. quantities;
i. rates;
j. Price;
k. delivery date or service period;
l. site location;
m. reporting requirements;
n. quality requirements;
o. health and safety requirements;
p. data protection requirements;
q. insurance requirements;
r. required documentation;
s. acceptance criteria; and
t. any special terms agreed by Total Property Factoring & Management Ltd.
4.3 The Supplier shall provide the Products, Services and Deliverables strictly in accordance with the Purchase Order, the Specification, this Agreement, all Applicable Laws, and any reasonable instructions issued by Total Property Factoring & Management Ltd.
4.4 The Supplier shall acknowledge receipt of each Purchase Order in writing within forty-eight hours of receipt, unless Total Property Factoring & Management Ltd specifies a different timescale.
4.5 Any discrepancy in the Purchase Order, including price, quantity, scope, delivery date, location, Specification, or payment terms, must be notified to Total Property Factoring & Management Ltd in writing within twenty-four hours of receipt.
4.6 If the Supplier does not notify Total Property Factoring & Management Ltd of any discrepancy within the period stated in Clause 4.5 and proceeds with the supply, the Supplier shall be deemed to have accepted the Purchase Order in full.
4.7 The Supplier shall not vary the Products, Services, Deliverables, Specification, Price, delivery date, personnel, subcontractors, or agreed scope without Total Property Factoring & Management Ltd’s prior written consent.
4.8 The Supplier shall not provide additional Products, Services, Deliverables, variations, or out-of-scope work unless authorised by Total Property Factoring & Management Ltd in writing before the additional work is undertaken.
4.9 Total Property Factoring & Management Ltd shall not be liable to pay for unauthorised work, unauthorised variations, unauthorised expenses, abortive work, rework caused by the Supplier, or work undertaken outside the agreed scope.
4.10 The Supplier shall ensure that all Products, Services and Deliverables are fit for purpose, of satisfactory quality, professionally prepared, accurate, complete, and suitable for Total Property Factoring & Management Ltd’s intended use.
4.11 Where the Supplier provides professional or technical advice, the Supplier shall exercise the skill, care, diligence, judgement, and competence reasonably expected of an experienced professional supplier providing similar services.
4.12 Where the Supplier provides site-based Services, the Supplier shall comply with all applicable site rules, health and safety requirements, safeguarding requirements, resident liaison requirements, access arrangements, permit requirements, and instructions issued by Total Property Factoring & Management Ltd or the relevant Client.
4.13 The Supplier shall not subcontract any part of the Products, Services or Deliverables without Total Property Factoring & Management Ltd’s prior written consent.
4.14 Where Total Property Factoring & Management Ltd permits subcontracting, the Supplier shall remain fully liable for the acts, omissions, defaults, performance, quality, conduct, and compliance of all subcontractors.
4.15 The Supplier shall ensure that all subcontractors comply with this Agreement as though they were the Supplier.
5. MATERIALS, EQUIPMENT AND PROPERTY
5.1 Any Total Property Factoring & Management Ltd Property provided to the Supplier shall remain the property of Total Property Factoring & Management Ltd or Total Property Factoring & Management Ltd’s Client, as applicable.
5.2 The Supplier shall keep all Total Property Factoring & Management Ltd Property safe, secure, protected, clearly identified, and separate from the Supplier’s own property.
5.3 The Supplier shall not use Total Property Factoring & Management Ltd Property for any purpose other than performing this Agreement.
5.4 The Supplier shall not copy, transfer, disclose, alter, damage, dispose of, or grant access to Total Property Factoring & Management Ltd Property without Total Property Factoring & Management Ltd’s prior written consent.
5.5 The Supplier shall return Total Property Factoring & Management Ltd Property immediately upon request and in any event upon completion, expiry, or termination of the Agreement.
5.6 The Supplier shall be responsible for any loss of, damage to, or misuse of Total Property Factoring & Management Ltd Property while in the Supplier’s possession or control.
5.7 Where the Supplier holds materials, equipment, documentation, survey data, records, samples, devices, or other items on behalf of Total Property Factoring & Management Ltd, the Supplier shall manage them safely, securely, and in accordance with Total Property Factoring & Management Ltd’s instructions.
5.8 The Supplier shall maintain appropriate records of any Total Property Factoring & Management Ltd Property in its possession and shall make such records available to Total Property Factoring & Management Ltd on request.
6. DELIVERY AND LOGISTICAL TERMS
6.1 The Supplier shall deliver all Products and Deliverables to the location, person, email address, system, portal, or site specified by Total Property Factoring & Management Ltd.
6.2 Time shall be of the essence in respect of all delivery dates, service dates, milestones, reporting dates, submission dates, and completion dates.
6.3 The Supplier shall immediately notify Total Property Factoring & Management Ltd in writing if it becomes aware of any actual or potential delay.
6.4 Any notice of delay shall include:
a. the reason for the delay;
b. the likely impact;
c. the proposed recovery plan;
d. any support required from Total Property Factoring & Management Ltd; and
e. the revised delivery or completion date.
6.5 The Supplier shall take all reasonable steps, at its own cost, to prevent, mitigate, and recover any delay caused by the Supplier or its supply chain.
6.6 All physical deliveries must be accompanied by appropriate documentation, including, where applicable:
a. Supplier name;
b. Purchase Order number;
c. project reference;
d. description of Products;
e. quantities supplied;
f. delivery address;
g. certificates of conformity;
h. safety data sheets;
i. manuals;
j. warranty documents;
k. test certificates; and
l. any other documentation required by Total Property Factoring & Management Ltd.
6.7 Products must be suitably packaged, protected, labelled, and transported to avoid damage, deterioration, contamination, loss, or delay.
6.8 Packaging shall comply with all Applicable Laws and shall be suitable for the nature of the Products and their intended use.
6.9 The Supplier shall be responsible for all transport, packaging, insurance, import duties, customs requirements, taxes, levies, and other delivery costs unless otherwise agreed in writing by Total Property Factoring & Management Ltd.
6.10 Unless otherwise agreed in writing, delivery shall be Delivered Duty Paid to the delivery location specified by Total Property Factoring & Management Ltd.
6.11 The Supplier shall not deliver early, late, in instalments, in excess quantities, or to an alternative location without Total Property Factoring & Management Ltd’s prior written consent.
6.12 Total Property Factoring & Management Ltd may reject any delivery that does not comply with this Agreement, the Purchase Order, or Total Property Factoring & Management Ltd’s instructions.
7. SUPPORT, SPARES AND AFTERCARE
7.1 Where the Supplier provides Products, systems, software, equipment, tools, or materials that require maintenance, updates, spares, repair, calibration, technical support, licences, replacement parts, or aftercare, the Supplier shall provide such support for the period specified in the Purchase Order.
7.2 Where no period is specified, the Supplier shall provide reasonable support for a period appropriate to the nature, expected life, and intended use of the Products or Deliverables.
7.3 The Supplier shall notify Total Property Factoring & Management Ltd in writing before any Product, software, licence, part, system, or support service becomes obsolete, unavailable, unsupported, or discontinued.
7.4 The Supplier shall provide reasonable transition, replacement, or migration support where any Product, software, licence, part, system, or service is withdrawn.
7.5 The Supplier shall provide all manuals, operating instructions, maintenance instructions, certificates, licences, and support documentation reasonably required by Total Property Factoring & Management Ltd.
8. SUPPLIER PERFORMANCE AND MONITORING
8.1 The Supplier shall maintain appropriate management systems, quality controls, environmental controls, information security controls, health and safety arrangements, training records, and competence records suitable for the Products, Services and Deliverables being supplied.
8.2 Where requested by Total Property Factoring & Management Ltd, the Supplier shall provide evidence of relevant certifications, accreditations, registrations, memberships, qualifications, licences, and insurances.
8.3 Where relevant to the Products, Services or Deliverables, the Supplier shall maintain certification or equivalent controls for recognised standards such as quality management, environmental management, information security, health and safety, fire safety competence, energy assessment competence, surveying competence, or other standards required by Total Property Factoring & Management Ltd or its Client.
8.4 Total Property Factoring & Management Ltd may monitor the Supplier’s performance against key performance indicators, including:
a. delivery on time;
b. completion on time;
c. quality of Products, Services and Deliverables;
d. accuracy of reports and data;
e. responsiveness;
f. invoice accuracy;
g. compliance with Purchase Orders;
h. compliance with Specifications;
i. health and safety performance;
j. client satisfaction;
k. resident or tenant conduct;
l. defect levels;
m. rework levels;
n. communication; and
o. document submission.
8.5 The Supplier shall provide all documentation reasonably required by Total Property Factoring & Management Ltd, including:
a. certificates of conformity;
b. test certificates;
c. calibration certificates;
d. competence records;
e. training records;
f. insurance certificates;
g. risk assessments;
h. method statements;
i. health and safety documents;
j. data protection documents;
k. environmental records;
l. technical reports;
m. survey records;
n. photographic records;
o. asset data; and
p. any client-required documentation.
8.6 If the Supplier fails to meet Total Property Factoring & Management Ltd’s performance requirements, Total Property Factoring & Management Ltd may require the Supplier to implement a corrective action plan.
8.7 If the Supplier fails to improve performance within a reasonable time, Total Property Factoring & Management Ltd may suspend orders, remove the Supplier from approved supplier lists, recover losses, or terminate the Agreement.
9. ACCEPTANCE OF PRODUCTS, SERVICES AND DELIVERABLES
9.1 Products, Services and Deliverables shall not be deemed accepted until Total Property Factoring & Management Ltd has had a reasonable opportunity to inspect, review, verify, test, validate, or use them.
9.2 Payment, use, inspection, review, or acknowledgement by Total Property Factoring & Management Ltd shall not constitute acceptance and shall not prevent Total Property Factoring & Management Ltd from later rejecting Products, Services or Deliverables that are defective, incomplete, inaccurate, late, unsuitable, non-compliant, or otherwise in breach of this Agreement.
9.3 The Supplier shall inspect and check all Products, Services and Deliverables before submitting them to Total Property Factoring & Management Ltd.
9.4 The Supplier shall ensure that all Deliverables are complete, accurate, properly checked, suitable for their intended purpose, and compliant with the Purchase Order and Specification.
9.5 Where Total Property Factoring & Management Ltd requires amendments, clarifications, corrections, rework, or further information, the Supplier shall provide them promptly and at no additional cost where the requirement arises from the Supplier’s error, omission, breach, delay, or non-compliance.
9.6 Services shall be deemed complete only when Total Property Factoring & Management Ltd confirms completion in writing or when all required Deliverables have been accepted by Total Property Factoring & Management Ltd.
10. NON-CONFORMANCE AND REJECTION
10.1 Total Property Factoring & Management Ltd may reject any Products, Services or Deliverables that:
a. do not comply with the Purchase Order;
b. do not comply with the Specification;
c. do not comply with Applicable Laws;
d. are defective, incomplete, inaccurate, unsuitable, or unsafe;
e. are delivered late;
f. are delivered in the wrong quantity;
g. are delivered to the wrong location;
h. are not properly documented;
i. are not performed with reasonable skill and care;
j. fail to meet professional or industry standards;
k. breach confidentiality, data protection, or security requirements; or
l. otherwise breach this Agreement.
10.2 Where Products, Services or Deliverables are rejected, Total Property Factoring & Management Ltd may require the Supplier, at the Supplier’s cost, to:
a. replace the Products;
b. repair the Products;
c. re-perform the Services;
d. correct the Deliverables;
e. provide missing information;
f. provide additional resources;
g. undertake root cause analysis;
h. provide a corrective action plan;
i. reimburse Total Property Factoring & Management Ltd;
j. pay for third-party rectification; or
k. refund any sums paid.
10.3 The Supplier shall bear all costs associated with rejection, including collection, transport, investigation, rework, replacement, retesting, professional costs, management time, client charges, and any losses suffered by Total Property Factoring & Management Ltd.
10.4 The Supplier shall provide all failure analysis, root cause analysis, corrective action reports, and supporting records requested by Total Property Factoring & Management Ltd.
10.5 Total Property Factoring & Management Ltd’s rights under this Clause are without prejudice to any other rights or remedies available to Total Property Factoring & Management Ltd.
11. TRANSFER OF TITLE AND RISK
11.1 The Supplier warrants that it has full, clear, and unencumbered title to all Products supplied to Total Property Factoring & Management Ltd.
11.2 Title in Products shall pass to Total Property Factoring & Management Ltd on the earlier of:
a. delivery to Total Property Factoring & Management Ltd;
b. payment by Total Property Factoring & Management Ltd; or
c. allocation of the Products to Total Property Factoring & Management Ltd where the Products have been specifically purchased, produced, or held for Total Property Factoring & Management Ltd.
11.3 Risk in Products shall pass to Total Property Factoring & Management Ltd only upon delivery and acceptance by Total Property Factoring & Management Ltd, unless otherwise agreed in writing.
11.4 Where Total Property Factoring & Management Ltd pays for Products, materials, equipment, tools, surveys, reports, data, or Deliverables before delivery or completion, title shall pass to Total Property Factoring & Management Ltd upon payment.
11.5 Where Total Property Factoring & Management Ltd pays for any equipment, tools, devices, licences, templates, software, or other assets used by the Supplier to perform the Agreement, title shall pass to Total Property Factoring & Management Ltd upon payment unless otherwise agreed in writing.
11.6 The Supplier shall hold any Total Property Factoring & Management Ltd-owned items at its own risk and shall keep them secure, insured, maintained, and clearly identified as Total Property Factoring & Management Ltd property.
12. PRICE
12.1 The Price shall be the price stated in the Purchase Order.
12.2 The Price shall be fixed and inclusive of all costs unless otherwise agreed in writing by Total Property Factoring & Management Ltd.
12.3 Unless expressly agreed otherwise in writing, the Price includes:
a. labour;
b. management;
c. supervision;
d. materials;
e. equipment;
f. tools;
g. software;
h. licences;
i. travel;
j. accommodation;
k. subsistence;
l. delivery;
m. packaging;
n. insurance;
o. taxes, duties and levies excluding VAT;
p. reporting;
q. administration;
r. quality control;
s. rework caused by the Supplier; and
t. all other costs required to perform the Agreement.
12.4 No increase in Price shall apply unless agreed in writing by Total Property Factoring & Management Ltd before the relevant Products, Services or Deliverables are supplied.
12.5 The Supplier shall not charge for expenses unless those expenses have been approved in writing by Total Property Factoring & Management Ltd in advance.
12.6 All prices shall be stated in pounds sterling unless otherwise agreed in writing.
12.7 The Supplier shall keep accurate records of time, materials, expenses, Deliverables, and work performed where the Price is based on rates, time spent, reimbursable costs, or measured work.
12.8 Total Property Factoring & Management Ltd may audit such records on reasonable notice.
12.9 If an audit identifies overcharging, duplication, incorrect rates, unsupported costs, or overpayment, the Supplier shall promptly reimburse Total Property Factoring & Management Ltd.
12.10 Total Property Factoring & Management Ltd shall not be liable to pay for Products, Services, Deliverables, expenses, variations, or additional work that have not been authorised by Total Property Factoring & Management Ltd in writing.
13. PAYMENT TERMS AND INVOICING
13.1 The payment terms shall be as stated in the Purchase Order.
13.2 If no payment terms are stated in the Purchase Order, payment shall be made within sixty days end of month following receipt of a valid and undisputed invoice.
13.3 The Supplier may invoice only after the Products have been delivered, the Services have been performed, or the Deliverables have been submitted, unless otherwise agreed in writing by Total Property Factoring & Management Ltd.
13.4 Each invoice must include:
a. Supplier name;
b. Supplier VAT number, where applicable;
c. invoice number;
d. invoice date;
e. Total Property Factoring & Management Ltd Purchase Order number;
f. project reference;
g. description of Products, Services or Deliverables;
h. date of delivery or service period;
i. quantity;
j. agreed rate or Price;
k. VAT shown separately, where applicable;
l. total amount due; and
m. any supporting documentation requested by Total Property Factoring & Management Ltd.
13.5 Total Property Factoring & Management Ltd may reject any invoice that:
a. does not quote a valid Purchase Order number;
b. does not match the Purchase Order;
c. contains incorrect rates or quantities;
d. includes unauthorised costs;
e. relates to rejected Products, Services or Deliverables;
f. lacks required supporting information; or
g. is otherwise inaccurate or invalid.
13.6 Rejected invoices shall not become due for payment until a corrected valid invoice has been received by Total Property Factoring & Management Ltd.
13.7 Payment by Total Property Factoring & Management Ltd shall not constitute acceptance of the Products, Services or Deliverables.
13.8 Total Property Factoring & Management Ltd may set off any sums owed by the Supplier to Total Property Factoring & Management Ltd against any sums payable by Total Property Factoring & Management Ltd to the Supplier.
13.9 Total Property Factoring & Management Ltd shall not be required to pay for Products, Services or Deliverables that are defective, incomplete, inaccurate, unauthorised, rejected, disputed, or in breach of this Agreement.
13.10 The Supplier shall not suspend, delay, or stop supply because of a disputed invoice or alleged late payment unless it has first given Total Property Factoring & Management Ltd written notice and allowed a reasonable period for resolution.
13.11 Any statutory interest or compensation for late payment shall apply only to the extent required by applicable law.
14. RISK MANAGEMENT AND BUSINESS CONTINUITY
14.1 Where requested by Total Property Factoring & Management Ltd, the Supplier shall provide a risk management and business continuity plan within thirty days of the Purchase Order date or such other period specified by Total Property Factoring & Management Ltd.
14.2 The plan shall address risks relevant to the Products, Services and Deliverables, including:
a. staffing;
b. competence;
c. subcontractors;
d. supply chain;
e. technology;
f. data security;
g. access to sites;
h. health and safety;
i. resident or tenant engagement;
j. quality;
k. delivery dates;
l. client requirements;
m. regulatory compliance;
n. disaster recovery; and
o. continuity of service.
14.3 The Supplier shall regularly review and update its risk management and business continuity arrangements.
14.4 The Supplier shall immediately notify Total Property Factoring & Management Ltd of any risk that may affect delivery, quality, safety, compliance, confidentiality, data protection, or client requirements.
14.5 The Supplier shall take all reasonable steps to mitigate risks and avoid disruption to Total Property Factoring & Management Ltd or its Clients.
15. INTELLECTUAL PROPERTY
15.1 Unless otherwise agreed in writing, all Intellectual Property Rights in the Deliverables created specifically for Total Property Factoring & Management Ltd shall belong to Total Property Factoring & Management Ltd.
15.2 The Supplier hereby assigns to Total Property Factoring & Management Ltd, with full title guarantee, all Intellectual Property Rights in the Deliverables created specifically for Total Property Factoring & Management Ltd, to the fullest extent permitted by law.
15.3 Where any Intellectual Property Rights cannot be assigned, the Supplier grants Total Property Factoring & Management Ltd an irrevocable, perpetual, worldwide, royalty-free, transferable, sublicensable licence to use, copy, modify, adapt, publish, distribute, disclose, and exploit the Deliverables for any purpose connected with Total Property Factoring & Management Ltd’s business, its Clients, or the relevant project.
15.4 The Supplier shall ensure that Total Property Factoring & Management Ltd has all rights necessary to use the Products, Services and Deliverables without restriction.
15.5 The Supplier shall not include any third-party material in the Deliverables unless it has obtained all permissions, licences, and rights necessary for Total Property Factoring & Management Ltd to use such material.
15.6 The Supplier shall procure the waiver of all moral rights in the Deliverables so far as legally possible.
15.7 The Supplier warrants that the Products, Services and Deliverables shall not infringe the Intellectual Property Rights of any Third Party.
15.8 The Supplier shall indemnify Total Property Factoring & Management Ltd against all claims, losses, damages, liabilities, costs, and expenses arising from any actual or alleged infringement of Third Party Intellectual Property Rights.
15.9 If an infringement claim is made or threatened, the Supplier shall, at its own cost and at Total Property Factoring & Management Ltd’s option:
a. procure the right for Total Property Factoring & Management Ltd to continue using the relevant Products, Services or Deliverables;
b. modify them so they are non-infringing;
c. replace them with non-infringing equivalents; or
d. refund all sums paid and compensate Total Property Factoring & Management Ltd for losses suffered.
15.10 The Supplier shall not use Total Property Factoring & Management Ltd’s Intellectual Property Rights, name, logo, templates, reports, documents, systems, processes, or branding without Total Property Factoring & Management Ltd’s prior written consent.
15.11 This Clause shall survive expiry or termination of the Agreement.
16. AUDIT
16.1 Total Property Factoring & Management Ltd, its Clients, regulators, auditors, funders, insurers, or appointed representatives may audit the Supplier where reasonably required in connection with this Agreement.
16.2 An audit may include review of:
a. Supplier premises;
b. quality systems;
c. health and safety arrangements;
d. environmental controls;
e. financial standing;
f. insurance;
g. personnel competence;
h. training records;
i. subcontractor controls;
j. information security;
k. data protection compliance;
l. project records;
m. survey records;
n. asset data;
o. Deliverables;
p. Total Property Factoring & Management Ltd Property;
q. Products; and
r. compliance with this Agreement.
16.3 The Supplier shall provide reasonable access, assistance, records, explanations, and copies of documents requested during an audit.
16.4 Total Property Factoring & Management Ltd shall give reasonable notice of any audit unless the audit relates to suspected fraud, bribery, modern slavery, data breach, health and safety risk, confidentiality breach, regulatory breach, or serious non-compliance.
16.5 If an audit identifies any breach, non-conformance, overpayment, risk, or deficiency, the Supplier shall promptly remedy it at its own cost.
16.6 Audit by Total Property Factoring & Management Ltd shall not relieve the Supplier of its obligations or liabilities under this Agreement.
16.7 Information obtained during an audit shall be treated as confidential unless disclosure is required by law, regulation, Client requirement, insurer, funder, court, or competent authority.
17. DATA PROTECTION AND UK GDPR
17.1 The Parties shall comply with all applicable Data Protection Legislation.
17.2 Where the Supplier processes Personal Data on behalf of Total Property Factoring & Management Ltd, the Supplier shall act only on Total Property Factoring & Management Ltd’s documented instructions unless required otherwise by law.
17.3 The Supplier shall process Personal Data only for the purpose of performing this Agreement.
17.4 The Supplier shall ensure that all persons authorised to process Personal Data are subject to appropriate confidentiality obligations.
17.5 The Supplier shall implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure.
17.6 The Supplier shall not transfer Personal Data outside the United Kingdom or European Economic Area without Total Property Factoring & Management Ltd’s prior written consent and without ensuring appropriate legal safeguards are in place.
17.7 The Supplier shall not appoint a sub-processor without Total Property Factoring & Management Ltd’s prior written consent.
17.8 Where Total Property Factoring & Management Ltd consents to the appointment of a sub-processor, the Supplier shall ensure that the sub-processor is subject to written obligations equivalent to those imposed on the Supplier.
17.9 The Supplier shall notify Total Property Factoring & Management Ltd in writing immediately, and in any event within twenty-four hours, after becoming aware of a Data Loss Event or Personal Data Breach.
17.10 The Supplier’s notification shall include all available details of the incident, including:
a. nature of the breach;
b. categories and approximate number of data subjects affected;
c. categories and approximate number of records affected;
d. likely consequences;
e. mitigation steps taken;
f. proposed remediation; and
g. contact details for the person managing the incident.
17.11 The Supplier shall provide all assistance reasonably required by Total Property Factoring & Management Ltd in relation to data subject rights, complaints, regulatory correspondence, data protection impact assessments, security reviews, breach notifications, and investigations.
17.12 Upon termination or expiry of the Agreement, or upon Total Property Factoring & Management Ltd’s request, the Supplier shall securely return or delete all Personal Data, unless required by law to retain it.
17.13 The Supplier shall maintain complete and accurate records of its data processing activities connected with this Agreement and shall make them available to Total Property Factoring & Management Ltd on request.
17.14 This Clause shall survive expiry or termination of the Agreement.
18. INDEMNITY
18.1 The Supplier shall indemnify Total Property Factoring & Management Ltd against all claims, liabilities, costs, expenses, damages, losses, penalties, interest, legal costs, professional costs, management costs, client charges, and other losses suffered or incurred by Total Property Factoring & Management Ltd arising out of or in connection with:
a. defective Products;
b. defective, incomplete, inaccurate, or late Services or Deliverables;
c. breach of this Agreement;
d. breach of Applicable Laws;
e. negligence or wilful misconduct by the Supplier;
f. fraud, dishonesty, bribery, corruption, or unethical conduct by the Supplier;
g. health and safety breaches;
h. environmental breaches;
i. data protection breaches;
j. confidentiality breaches;
k. infringement of Intellectual Property Rights;
l. death, personal injury, or property damage caused by the Supplier;
m. claims by Total Property Factoring & Management Ltd’s Clients arising from the Supplier’s acts or omissions;
n. rework, rectification, or replacement required due to the Supplier’s breach;
o. regulatory action arising from the Supplier’s breach; and
p. any act or omission of the Supplier’s employees, agents, consultants, or subcontractors.
18.2 The Supplier shall, at its own cost, promptly rectify any breach or non-conformance, including containment, investigation, repair, replacement, correction, re-performance, reissue of Deliverables, and settlement of claims.
18.3 Where the Supplier’s Products, Services or Deliverables cause or contribute to a recall, remediation programme, client claim, resident complaint, regulatory investigation, safety issue, or project delay, the Supplier shall bear all associated costs to the extent caused by the Supplier.
18.4 The Supplier shall notify Total Property Factoring & Management Ltd in writing within twenty-four hours of becoming aware of any actual, threatened, or potential claim that may affect Total Property Factoring & Management Ltd, Total Property Factoring & Management Ltd’s Clients, or the Products, Services or Deliverables.
18.5 This Clause shall survive expiry or termination of the Agreement.
19. WARRANTIES
19.1 The Supplier warrants that all Products, Services and Deliverables shall:
a. comply with the Purchase Order;
b. comply with the Specification;
c. comply with Applicable Laws;
d. be fit for purpose;
e. be of satisfactory quality;
f. be free from defects;
g. be free from liens, charges, and Third Party claims;
h. be accurate, complete, and not misleading;
i. be prepared with reasonable skill, care, and diligence;
j. be performed by competent, trained, qualified, and experienced personnel;
k. comply with all relevant professional, industry, statutory, and regulatory standards;
l. not infringe any Third Party rights;
m. be safe and suitable for their intended use; and
n. meet the standards reasonably expected by Total Property Factoring & Management Ltd and its Clients.
19.2 The Supplier warrants that it has all licences, consents, permissions, qualifications, memberships, registrations, insurances, and authorisations required to perform this Agreement.
19.3 The Supplier warrants that all information, advice, calculations, reports, data, and recommendations supplied to Total Property Factoring & Management Ltd shall be based on proper skill, care, evidence, assessment, and professional judgement.
19.4 The Supplier warrants that all survey data, inspection records, asset information, compliance information, energy data, fire safety information, and project documentation supplied to Total Property Factoring & Management Ltd shall be accurate, complete, clearly presented, and traceable.
19.5 Unless a longer period is stated in the Purchase Order, the Supplier shall warrant Products for a minimum period of twelve months from acceptance by Total Property Factoring & Management Ltd.
19.6 Where Products are incorporated into a Client project, building, asset, system, or installation, the warranty period shall be the longer of:
a. the period stated in the Purchase Order;
b. the manufacturer’s warranty period;
c. the period required by the Client; or
d. the period required by Applicable Laws.
19.7 Where the Supplier provides professional Services or Deliverables, the Supplier shall remain liable for defects, errors, omissions, inaccuracies, or breaches for the limitation period applicable under law or for any longer period stated in the Purchase Order.
19.8 If any Product, Service or Deliverable fails to comply with the warranties in this Agreement, the Supplier shall, at Total Property Factoring & Management Ltd’s option and at the Supplier’s cost:
a. repair the Product;
b. replace the Product;
c. re-perform the Service;
d. correct the Deliverable;
e. provide additional support;
f. refund the Price;
g. reimburse Total Property Factoring & Management Ltd’s losses; or
h. pay for Total Property Factoring & Management Ltd or a Third Party to rectify the issue.
19.9 Any repaired, replaced, corrected, or re-performed Product, Service or Deliverable shall be subject to a new warranty period from the date of acceptance by Total Property Factoring & Management Ltd.
19.10 The rights in this Clause are in addition to all statutory rights, implied warranties, and other remedies available to Total Property Factoring & Management Ltd.
20. INSURANCE
20.1 The Supplier shall maintain, at its own cost, appropriate insurance with reputable insurers for the duration of the Agreement and for any applicable run-off period.
20.2 Unless otherwise agreed in writing by Total Property Factoring & Management Ltd, the Supplier shall maintain the following minimum levels of insurance:
a. Employer’s liability insurance: not less than £5,000,000;
b. Public liability insurance: not less than £5,000,000;
c. Product liability insurance, where Products are supplied: not less than £2,000,000;
d. Professional indemnity insurance, where professional or technical Services or Deliverables are supplied: not less than £2,000,000;
e. Cyber liability insurance, where the Supplier processes data, hosts systems, or provides digital services: at a level appropriate to the risk; and
f. Motor insurance, where vehicles are used in connection with the Agreement: as required by law.
20.3 Total Property Factoring & Management Ltd may require higher insurance limits depending on the nature of the Products, Services, Deliverables, project, Client, or risk.
20.4 The Supplier shall provide copies of insurance certificates and policy summaries on request.
20.5 The Supplier shall not do anything that invalidates or limits its insurance cover.
20.6 The Supplier shall promptly notify Total Property Factoring & Management Ltd if any insurance is cancelled, reduced, suspended, not renewed, or materially changed.
20.7 The Supplier’s insurance obligations shall not limit its liability under this Agreement.
21. CODE OF CONDUCT
21.1 The Supplier shall conduct business ethically, lawfully, responsibly, and in a manner consistent with Total Property Factoring & Management Ltd’s values and reputation.
21.2 The Supplier shall not engage in bribery, corruption, extortion, fraud, tax evasion, money laundering, facilitation payments, or any other unlawful or unethical conduct.
21.3 The Supplier shall comply with all applicable anti-bribery, anti-corruption, anti-money laundering, tax evasion, sanctions, and financial crime laws.
21.4 The Supplier shall not offer, give, request, or accept any gift, hospitality, payment, benefit, or inducement intended to improperly influence a business decision.
21.5 The Supplier shall comply with all applicable modern slavery and human trafficking laws.
21.6 The Supplier warrants that neither it nor its supply chain uses forced labour, compulsory labour, trafficked labour, child labour, bonded labour, concealed employment, or any form of exploitation.
21.7 The Supplier shall respect human rights and shall not engage in discrimination, harassment, victimisation, abuse, intimidation, or unsafe working practices.
21.8 The Supplier shall comply with all applicable employment laws, wage laws, working time laws, equality laws, and health and safety laws.
21.9 The Supplier shall support environmental protection and shall take reasonable steps to reduce waste, emissions, energy use, pollution, and environmental harm.
21.10 The Supplier shall comply with all environmental laws and shall ensure that hazardous substances, restricted materials, and waste are properly managed.
21.11 The Supplier shall ensure that its subcontractors and supply chain comply with equivalent standards.
21.12 The Supplier shall immediately notify Total Property Factoring & Management Ltd of any actual or suspected breach of this Clause.
21.13 Total Property Factoring & Management Ltd may terminate the Agreement immediately if the Supplier breaches this Clause.
21.14 The Supplier shall indemnify Total Property Factoring & Management Ltd against all losses arising from breach of this Clause.
22. TERM
22.1 This Agreement shall come into force on the earlier of:
a. the date stated in the Purchase Order;
b. the date the Supplier accepts the Purchase Order;
c. the date the Supplier starts work; or
d. the date the Supplier delivers Products, Services or Deliverables.
22.2 This Agreement shall continue until all obligations under the relevant Purchase Order have been completed, unless terminated earlier in accordance with Clause 23.
22.3 Any clauses intended by their nature to survive expiry or termination shall continue in force, including clauses relating to confidentiality, data protection, intellectual property, audit, indemnity, warranties, insurance, payment, records, and dispute resolution.
23. TERMINATION
23.1 Total Property Factoring & Management Ltd may terminate this Agreement or any Purchase Order for convenience by giving the Supplier written notice.
23.2 Unless otherwise stated in the Purchase Order, the notice period for termination for convenience shall be thirty days.
23.3 Where Total Property Factoring & Management Ltd terminates for convenience, Total Property Factoring & Management Ltd shall pay the Supplier for Products, Services and Deliverables properly supplied and accepted up to the termination date.
23.4 Total Property Factoring & Management Ltd shall not be liable for loss of profit, loss of anticipated profit, loss of opportunity, loss of revenue, consequential loss, overhead recovery, or cancellation costs unless expressly agreed in writing.
23.5 Total Property Factoring & Management Ltd may terminate this Agreement or any Purchase Order immediately by written notice if the Supplier:
a. commits a material breach;
b. repeatedly breaches the Agreement;
c. fails to remedy a breach within the period required by Total Property Factoring & Management Ltd;
d. fails to deliver on time;
e. supplies defective or non-compliant Products, Services or Deliverables;
f. breaches confidentiality;
g. breaches data protection obligations;
h. breaches health and safety obligations;
i. breaches anti-bribery, modern slavery, sanctions, or ethical obligations;
j. infringes Third Party rights;
k. loses a required licence, consent, qualification, accreditation, or insurance;
l. becomes insolvent or appears unable to pay its debts;
m. suffers a material deterioration in financial standing;
n. undergoes a change of control that Total Property Factoring & Management Ltd reasonably considers adverse;
o. suspends or threatens to suspend supply without lawful justification;
p. damages Total Property Factoring & Management Ltd’s reputation or Client relationships; or
q. acts in a way that may prejudice Total Property Factoring & Management Ltd’s ability to meet its obligations to a Client.
23.6 Upon termination, the Supplier shall immediately:
a. stop work as directed by Total Property Factoring & Management Ltd;
b. provide all completed and partly completed Deliverables;
c. return all Confidential Information;
d. return all Total Property Factoring & Management Ltd Property;
e. provide all project records requested by Total Property Factoring & Management Ltd;
f. provide reasonable handover assistance;
g. protect any Products or Deliverables in progress; and
h. comply with Total Property Factoring & Management Ltd’s exit instructions.
23.7 If Total Property Factoring & Management Ltd terminates due to Supplier breach, Total Property Factoring & Management Ltd may procure replacement products, services, or deliverables from a Third Party and recover from the Supplier all additional costs and losses incurred.
23.8 Termination shall not affect any rights, remedies, liabilities, or obligations accrued before termination.
24. LIQUIDATED DAMAGES AND REMEDIES
24.1 Where the Purchase Order states that liquidated damages apply, the Supplier shall pay liquidated damages at the rate stated in the Purchase Order.
24.2 Liquidated damages shall be payable for delay, failure to achieve milestones, failure to complete, failure to deliver, or other specified breach.
24.3 The Parties agree that any liquidated damages stated in a Purchase Order represent a genuine pre-estimate of the loss likely to be suffered by Total Property Factoring & Management Ltd and are not a penalty.
24.4 Where no liquidated damages are stated, Total Property Factoring & Management Ltd may recover its actual losses arising from the Supplier’s breach.
24.5 Total Property Factoring & Management Ltd’s remedies are cumulative and may be exercised separately or together.
24.6 Exercising one remedy shall not prevent Total Property Factoring & Management Ltd from exercising any other remedy.
24.7 This Clause shall survive expiry or termination of the Agreement.
25. FORCE MAJEURE
25.1 A Force Majeure Event means an event beyond the reasonable control of a Party that prevents that Party from performing its obligations under this Agreement.
25.2 Force Majeure Events may include natural disasters, fire, flood, explosion, war, terrorism, civil unrest, epidemic, pandemic, government restrictions, national emergency, or other events beyond reasonable control.
25.3 Force Majeure shall not include:
a. lack of funds;
b. increase in costs;
c. Supplier staff shortages that could reasonably have been avoided;
d. Supplier supply chain delays that could reasonably have been avoided;
e. failure of subcontractors;
f. industrial action by the Supplier’s workforce;
g. failure to plan;
h. failure to maintain business continuity; or
i. events caused by the Supplier’s breach or negligence.
25.4 The Supplier shall notify Total Property Factoring & Management Ltd in writing within forty-eight hours of becoming aware of a Force Majeure Event.
25.5 The notice shall include details of the event, the obligations affected, the likely duration, the mitigation steps being taken, and the proposed recovery plan.
25.6 The Supplier shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event and resume performance as soon as possible.
25.7 If a Force Majeure Event continues for more than twenty Business Days, Total Property Factoring & Management Ltd may terminate the affected Purchase Order or Agreement by giving seven days’ written notice.
25.8 Termination under this Clause shall not affect rights and liabilities accrued before termination.
26. ASSIGNMENT
26.1 The Supplier shall not assign, transfer, charge, subcontract, delegate, or deal in any other manner with any of its rights or obligations under this Agreement without Total Property Factoring & Management Ltd’s prior written consent.
26.2 Total Property Factoring & Management Ltd may assign, transfer, novate, subcontract, or otherwise deal with its rights or obligations under this Agreement to any group company, Client, successor, purchaser, funder, or other person connected with Total Property Factoring & Management Ltd’s business or the relevant project.
26.3 The Supplier shall enter into any documents reasonably required by Total Property Factoring & Management Ltd to give effect to an assignment, transfer, or novation.
27. WAIVER
27.1 No failure or delay by Total Property Factoring & Management Ltd in exercising any right or remedy shall constitute a waiver of that right or remedy.
27.2 No waiver shall be effective unless given in writing.
27.3 A waiver of one breach shall not constitute a waiver of any other breach.
27.4 No single or partial exercise of a right or remedy shall prevent further exercise of that right or remedy.
28. GENERAL
28.1 The Supplier shall comply with all Applicable Laws in performing this Agreement.
28.2 The Supplier shall obtain and maintain all licences, consents, permits, approvals, memberships, registrations, qualifications, and authorisations required to perform this Agreement.
28.3 The Supplier shall provide evidence of such licences, consents, permits, approvals, memberships, registrations, qualifications, and authorisations on request.
28.4 The Supplier shall comply with all health and safety laws and shall ensure that all personnel are properly trained, competent, supervised, and equipped.
28.5 The Supplier shall provide risk assessments, method statements, construction phase information, safety plans, or other health and safety documents where required.
28.6 The Supplier shall immediately report to Total Property Factoring & Management Ltd any accident, incident, near miss, unsafe condition, safeguarding concern, security incident, environmental incident, or regulatory issue connected with the Agreement.
28.7 Where the Supplier attends any site, premises, home, communal area, construction site, office, or Client location, the Supplier shall behave professionally, respectfully, safely, and in accordance with all site rules and resident or tenant protocols.
28.8 The Supplier shall not make direct commitments to Total Property Factoring & Management Ltd’s Clients, residents, tenants, contractors, or other stakeholders without Total Property Factoring & Management Ltd’s authority.
28.9 The Supplier shall ensure that all information supplied to Total Property Factoring & Management Ltd is accurate, complete, up to date, and not misleading.
28.10 The Supplier shall maintain full traceability for Products, materials, data, documents, survey records, certificates, and Deliverables where relevant.
28.11 Where hazardous substances, restricted materials, or controlled products are supplied or used, the Supplier shall:
a. notify Total Property Factoring & Management Ltd in writing in advance;
b. provide safety data sheets;
c. provide risk assessments;
d. ensure proper labelling and packaging;
e. comply with all transport, storage, use, and disposal requirements;
f. provide required training or instructions; and
g. comply with all applicable environmental and safety laws.
28.12 The Supplier shall ensure that Products and materials comply with all applicable chemical, environmental, product safety, and restricted substance requirements.
28.13 Nothing in this Agreement shall create a partnership, joint venture, employment relationship, agency relationship, or authority for either Party to bind the other.
28.14 The Supplier is an independent contractor.
28.15 The Supplier shall not represent itself as an employee, agent, partner, or authorised representative of Total Property Factoring & Management Ltd unless expressly authorised in writing.
28.16 Any notice under this Agreement shall be in writing and sent to the relevant address or email address notified by the receiving Party.
28.17 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain valid and enforceable.
28.18 The Parties shall act reasonably to replace any invalid, illegal, or unenforceable provision with a valid provision that most closely reflects the intended commercial effect.
28.19 A person who is not a Party to this Agreement shall have no rights to enforce it, except where expressly stated otherwise in writing.
29. JURISDICTION
29.1 This Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of Scotland, unless the Purchase Order states that the laws of England and Wales apply.
29.2 The courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, unless the Purchase Order states that the courts of England and Wales shall have jurisdiction.
29.3 Where Total Property Factoring & Management Ltd is required by a Client contract or project requirement to apply a different governing law or jurisdiction, the Supplier shall comply with that requirement where stated in the Purchase Order.
30. ENTIRE AGREEMENT
30.1 This Agreement constitutes the entire agreement between Total Property Factoring & Management Ltd and the Supplier in relation to the purchase of the Products, Services and Deliverables.
30.2 The Supplier acknowledges that it has not relied on any statement, promise, assurance, representation, or warranty made by or on behalf of Total Property Factoring & Management Ltd that is not set out in this Agreement.
30.3 No variation of this Agreement shall be effective unless agreed in writing by Total Property Factoring & Management Ltd.
30.4 In the event of conflict between documents, the following order of precedence shall apply unless Total Property Factoring & Management Ltd states otherwise in writing:
a. any special terms expressly agreed in writing by Total Property Factoring & Management Ltd;
b. the Purchase Order;
c. the Specification or scope of work;
d. these Terms and Conditions;
e. any Supplier quotation accepted by Total Property Factoring & Management Ltd only to the extent expressly incorporated.
30.5 The Supplier’s standard terms and conditions shall not apply unless expressly accepted in writing by Total Property Factoring & Management Ltd.