1. Definitions and Interpretation

1.1. In this Agreement, the following terms shall have the meanings set out below:

• “Company”, “we”, “our” and “us” means Greenfield Engineering (SM) Ltd, Company Number 03688968, of Neet Way, Holsworthy Industrial Estate, Holsworthy, Devon, EX22 6ES.
• “User” means any person accessing this Website.
• “Website” means www.greenfieldengineering.co.uk and any subdomains thereof.

1.2. References to writing include email communications.

1.3. The headings in this Agreement are for convenience only and shall not affect its interpretation.

2. Intellectual Property Rights

2.1. All intellectual property rights, including copyright, trademarks, design rights, database rights, software, and technical infrastructure relating to the Website, are owned by or licensed to the Company.

2.2. Users may download, view, and print material from the Website for personal or internal organisational purposes only, provided that all copyright and proprietary notices remain intact.

2.3. Any other use, including copying, reproducing, distributing, modifying, or exploiting content for commercial purposes, requires the prior written consent of the Company.

3. Access and Use of the Website

3.1. By accessing the Website, Users agree not to:

(a) disrupt, interfere with, or restrict the use of the Website by others;
(b) upload, display, or transmit material which is unlawful, offensive, defamatory, threatening, obscene, or infringes the rights of any third party;
(c) reverse engineer, decompile, copy, adapt, or attempt to transmit harmful software, viruses, worms, or other disruptive code;
(d) alter, delete, interfere with, or misuse data contained on the Website or relating to any other User.

3.2. The Company reserves the right to suspend or terminate access to the Website for any breach of these Terms of Use.

4. Limitation of Liability

4.1. The Website is provided on an “as is” and “as available” basis.

4.2. The Company makes no representations or warranties regarding the accuracy, completeness, or availability of the Website or the information contained therein.

4.3. Users access and rely on the Website at their own risk. The Company excludes, to the fullest extent permitted by law, liability for any loss, damage, or inconvenience arising from the use or inability to use the Website or any linked third-party site.

5. Links to Third-Party Websites

5.1. Links are provided for convenience only. The Company has no control over and does not endorse or accept liability for the content of linked third-party websites.

6. Governing Law and Jurisdiction

6.1. These Terms of Use shall be governed by and construed in accordance with the laws of England and Wales.

6.2. The parties submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute arising out of or in connection with these Terms of Use.

The Modern Slavery Act 2015

The act came into effect from October 2015. Greenfield Engineering (SM) Ltd (GFL) is committed to a work environment that is free from human trafficking, forced labour and unlawful child labour. GFL believes that it has a responsibility for promoting ethical and lawful employment practices.

GFL will not knowingly use unlawful child labour or forced labour in any of the products and services it provides, nor will it knowingly accept products or services from suppliers that employ or utilise child labour or forced labour.

This policy sets out the high standards of behaviour and integrity that GFL requires from its employees in relation to the Modern Slavery Act 2015 to prevent slavery and human trafficking. GFL also requires its suppliers and contractors to respect and follow this policy statement as a core term of any contracts that they may have with any member organisation or business supply chains. Human trafficking and slavery are crimes under UK and international law. These crimes exist in countries throughout the world. This policy statement defines GFL’s commitment to ensuring that human trafficking and slavery does not exist within its own business, but also details how we will make efforts to eradicate the same from other businesses with whom it shall maintain a relationship. GFL will take appropriate steps to ensure not only its own compliance but also that these requirements are followed by its suppliers and subcontractors.

DEFINITIONS

Human Trafficking: The recruitment, transportation, transfer, harbouring or receipt of persons, by means of the threat or use of force or other forms of coercion, of abduction, of fraud, of deception, of the abuse of power or of a position of vulnerability or of the giving or receiving of payments or benefits to achieve the consent of a person having control over another person for the purpose of exploitation.

Forced Labour: All work or service, not voluntarily performed, that is obtained from an individual under the threat of force or penalty.

Harmful Child Labour: Consists of the employment of children that is economically exploitative, or is likely to be hazardous to, or interfere with, the child’s education, or to be harmful to the child’s health, or physical, mental, spiritual, moral, or social development.

CERTIFICATION

Upon request, GFL suppliers will certify that the services or materials incorporated into the products they provide GFL comply with the laws regarding human trafficking and slavery of the country or countries in which they are doing business. Failure to provide this evidence can lead to your removal from our supplier list.

AUDITS

Suppliers must be able to demonstrate compliance with this policy at the request and satisfaction of GFL. We would also like to conduct unannounced audits of your operations from time to time, which may include an audit of your personnel recruitment sources.

REPORTING

Any employee or supplier who has knowledge or information regarding a possible violation is encouraged to either report the violation to the Human Resources department immediately or report the information directly to the Managing Director.

Introduction These Terms and Conditions of Purchase (“Terms”) apply to all goods, rights, and services (“Deliverables”) purchased by Greenfield Engineering (SM) Ltd (“Company”). By accepting an order, the supplier agrees to these Terms. No other standard or custom terms apply unless explicitly agreed in writing by a director or authorised officer of the Company. Counteroffers must be clearly identified as such; otherwise, they are deemed rejected.

1. Contract Formation

1.1 The contract comprises the Company’s written order, these Terms, any explicitly agreed written terms, and applicable statutory provisions.

1.2 Any supplier term or representation is effective only if signed by a director or authorised officer.

1.3 Conflicting provisions are prioritised as follows:
(1) express written agreement;
(2) order;
(3) these Terms.

1.4 The Company is not bound until a formal order is placed.

2. Price

2.1 Prices are as stated in the order, unless expressly agreed otherwise in writing.

2.2 Prices are: – exclusive of VAT (payable with a valid VAT invoice); – inclusive of packaging, shipping, insurance, and delivery unless otherwise agreed; – payable in pounds sterling.

3. Payment

3.1 Invoices must reference the order number and be submitted promptly (not more than six months after delivery or performance). 3.2 Payment is due within 30 days of month-end in which a valid invoice is received. 3.3 The Company may set off any amounts owed by the supplier against payments.

4. Specifications and Compliance

4.1 Orders include all relevant documentation, certification, and manuals.

4.2 Deliverables must meet order quantity, quality, and description.

4.3 Supplier must comply with applicable regulations.

4.4 The Company may inspect goods or services; non-compliance allows cancellation or rejection.

4.5 Supplier must promptly notify any specification changes affecting price or feasibility.

4.6 Records must be retained for at least two years unless law requires longer.

4.7 Supplier must comply with Company packaging and labelling requirements.

5. Delivery and Risk

5.1 Deliverables must be delivered at the address and date specified.

5.2 If no address is stated, delivery defaults to Waldon Way premises.

5.3 Confirmed delivery dates are essential.

5.4 Deliveries must include a delivery note quoting the order number.

5.5 Partial or late deliveries may allow contract repudiation.

5.6 Deliverables not complying with the contract may be rejected.

5.7 Company is not obliged to return packaging unless requested.

5.8 Late deliveries incur 1% of contract value per week as liquidated damages (reasonable pre-estimate of loss).

5.9 Risk passes to the Company upon delivery.

5.10 Ownership passes to the Company upon delivery or appropriation to the order.

5.11 Company-supplied articles remain Company property.

5.12 Supplier must comply with Company H&S and security rules on Company premises.

5.13 Applicable Incoterms apply if stated.

5.14 Goods supplied on a free-issue basis remain Company property and at supplier risk.

6. Warranties and Liability

6.1 Supplier warrants that Deliverables: – comply with the order and statutory requirements; – are free from defects; – services are performed by qualified personnel; – do not infringe third-party rights.

6.2 All statutory and common law warranties apply.

6.3 Supplier ensures suitability for the intended purpose.

6.4 Supplier indemnifies Company against non-compliance costs.

6.5 Non-compliant Deliverables may be rejected and payment withheld.

6.6 Non-compliant goods must be repaired or replaced within a reasonable period (e.g., seven days) or refunded.

6.7 Company is not liable for delays beyond its control.

6.8 Third-party benefits or indemnities relating to Deliverables are held on trust for the Company.

6.9 Supplier maintains adequate insurance and evidences coverage upon request.

7. Intellectual Property and Rights

7.1 Supplier grants the Company all rights necessary for intended use.

7.2 Non-unique rights are licensed royalty-free and assignable.

7.3 Unique rights are transferred to the Company with full title guarantee.

7.4 Development work requested by the Company generates Company-owned IP.

7.5 Supplier shall assist in perfecting transfers or licenses.

8. Termination

8.1 Company may cancel standard/stock items before delivery (defined in writing).

8.2 Company may suspend or cancel for breach or supplier insolvency without liability.

8.3 Business failure includes bankruptcy, liquidation, or cessation of trade.

8.4 Termination rights are in addition to statutory remedies.

9. Confidentiality and Enforcement

9.1 Supplier keeps Company information confidential for five years post-contract or longer for sensitive data.

9.2 Supplier acts as an independent contractor; no agency or partnership arises.

9.3 Supplier ensures compliance by its employees and associates.

9.4 No waiver of one breach affects subsequent breaches.

9.5 Invalid provisions do not affect remaining Terms.

9.6 Notices served by post, email (on confirmed receipt), or other agreed method.

9.7 Governed by English law; English courts have jurisdiction.

10. Statutory Compliance

10.1 Supplier ensures compliance with relevant UK legislation including but not limited to: – Data Protection Act 2018 and GDPR; – Health and Safety at Work etc. Act 1974; – Employment legislation (Employment Rights Act 1996, Equality Act 2010, National Minimum Wage Act 1998); – Bribery Act 2010; – Copyright, Designs and Patents Act 1988, Patents Act 1977, Designs Act 1949; – Competition Act 1998, Enterprise Act 2002; – Environmental Protection Act 1990 and other applicable environmental laws.

10.2 Supplier must ensure no unlawful discrimination occurs under the Equality Act 2010. 10.3 Consumer legislation applies only if the supplier is a consumer.

1. Definitions and Interpretation

1.1 Definitions – Brexit: The UK ceasing to be a member state of the European Union, regardless of which countries comprise the UK at such date. – Brexit Trigger Event: As defined in clause 14.2. – Business Day: Any day other than a Saturday, Sunday, or public holiday in England when banks in London are open. – Contract: The contract/order between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Terms and Conditions. – Customer: The person or firm purchasing Goods from the Supplier. – Force Majeure: Any cause beyond reasonable control preventing or hindering performance, including acts of God, riots, war, terrorism, fire, flood, storm, earthquake, industrial disputes, or supply chain failures. – Goods: The goods (or any part thereof) set out in the Order. – Goods Warranty Period: 12 months from delivery. – Order: The Customer’s purchase order for Goods and/or Services in written or electronic form. – Services: Services supplied by the Supplier as set out in the Contract/Order. – Supplier: Greenfield Engineering (SM) Ltd (company number 03688968) of Neet Way, Holsworthy Industrial Estate, Holsworthy, Devon, EX22 6ES.

1.2 Interpretation – “Person” includes natural persons, corporate, or unincorporated bodies. – References to a party include successors and permitted assigns. – References to statutes include amendments and subordinate legislation. – Words such as including, for example, or similar are illustrative only. – References to writing include email but not fax.

2. Basis of Contract

2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Terms.

2.2 Acceptance occurs only when the Supplier issues written acceptance of the Order (“Commencement Date”).

2.3 Supplier quotations are non-binding and valid for 20 Business Days unless otherwise agreed.

2.4 These Terms apply exclusively, superseding any other terms proposed by the Customer.

2.5 Terms apply to all future deliveries and Services.

2.6 Supplier may modify Goods or Services before delivery/performance.

2.7 Written acceptance is binding; automated online receipt does not constitute acceptance.

3. Prices, Payment, and Set-Off

3.1 Prices are based on the current pricelist unless agreed in writing; additional costs (shipping, customs, VAT) apply.

3.2 Prices may be adjusted for delays over three months to reflect cost developments beyond Supplier’s control.

3.3 Payment due within 30 days of invoice; time is of the essence.

3.4 VAT is payable in addition to invoice amounts.

3.5 Late payments accrue interest at 4% above HSBC base rate; early payment discount of 2% if within 10 days.

3.6 No set-off, counterclaim, or withholding allowed, except as required by law.

4. Delivery and Performance

4.1 Delivery/performance dates are approximate; Supplier shall aim to meet them with proper Customer cooperation.

4.2 Grace period of 2 weeks applies for delays within Supplier control.

4.3 Delivery dates missed for reasons outside Supplier’s control shall be reasonably extended.

5. Shipping, Risk, Partial Performance

5.1 Shipping is at Customer’s expense and risk; Supplier determines method, route, and carrier.

5.2 Risk passes when Goods are loaded at Supplier’s warehouse or made available for pickup.

5.3 Packaging and protective measures are provided as standard; Customer bears additional shipping costs.

5.4 Partial performance may be invoiced.

5.5 Call orders must consider Supplier’s interests; even distribution and reasonable lead time expected.

6. Force Majeure

6.1 Force Majeure suspends Supplier’s obligations; if performance becomes impossible, Supplier may rescind the Contract.

6.2 Performance is subject to compliance with foreign trade laws, sanctions, and embargoes.

7. Retention of Title

7.1 Goods remain Supplier property until full payment.

7.2 Customer may only dispose of Goods with prior written consent.

7.3 Retention of title extends to processed, combined, or mixed Goods.

7.4 Resale is permitted; Customer assigns corresponding claims to Supplier.

8. Customer Obligations

8.1 Customer shall: – Ensure accuracy of Order. – Cooperate with Supplier. – Provide required information and materials. – Safeguard Supplier’s property.

8.2 Customer Default: Supplier may suspend performance; Customer bears related costs.

8.3 Export Restrictions: Customer must prevent Goods entering prohibited countries and report suspected breaches.

9. Intellectual Property Rights

9.1 Supplier owns all IP rights arising from the Contract.

9.2 Customer grants Supplier a non-exclusive, royalty-free licence to use materials provided for Contract performance.

10. Liability for Defects

10.1 Legal provisions govern defects unless otherwise agreed.

10.2 Supplier warrants Goods and Services meet specifications and are defect-free for the warranty period.

10.3 Customer ensures compliance with local law for international use.

10.4 Remedies: repair, replacement, or refund per Supplier discretion.

10.5 Exclusions: misuse, modifications, compliance with Customer design, fair wear and tear, etc.

10.6 Rectification location: original delivery place unless otherwise required.

10.7 If defects persist after reasonable attempts, Customer may rescind or reduce price.

11. Liability

11.1 No limitation for: death/personal injury, fraud, or breaches of title/quiet possession.

11.2 Exclusion of indirect/consequential losses (e.g., loss of profits, business, goodwill).

11.3 Total liability limited to Contract price.

11.4 Exclusion of certain statutory implied terms to the fullest extent permitted by law.

12. Custom-Made Goods Supplier may dispose of unaccepted custom Goods at Customer expense after reasonable pick-up period.

13. Delivery of Spare Parts Supplier may provide functionally identical parts or alternative sources after 2 years.

14. Brexit

14.1 Brexit Trigger Event allows Supplier to negotiate Contract amendments or terminate with 14 days’ notice.

14.2 Trigger Event defined as material adverse impact or ≥10% cost increase caused by Brexit.

15. Confidentiality

15.1 Parties must maintain confidentiality and limit disclosures to authorized personnel.

15.2 Exceptions: prior knowledge, self-developed information, public knowledge.

15.3 End of Contract: return or destroy confidential information.

16. Termination

16.1 Supplier may terminate with 3 months’ notice.

16.2 Immediate termination for insolvency, cessation of business, or breach.

16.3 Supplier may suspend performance for non-payment or potential insolvency.

17. Consequences of Termination

17.1 Customer must pay outstanding invoices, return Supplier materials, and allow repossession if required.

17.2 Rights and obligations accrued before termination remain effective.

17.3 Provisions intended to survive termination continue in force.

18. General

18.1 Compliance with laws; indemnity for breaches of data protection law.

18.2 Assignment: Supplier may assign rights; Customer requires prior consent.

18.3 Notices: in writing, delivered by hand, post, or recorded service.

18.4 Severance: invalid provisions are modified or deleted without affecting the rest.

18.5 Variation: only in writing and signed.

18.6 Waiver: only effective in writing; does not affect subsequent rights.

18.7 Entire agreement: supersedes prior agreements; no reliance on representations.

18.8 No partnership or agency created.

18.9 No third-party rights under Contracts (Rights of Third Parties) Act 1999.

19. Governing Law and Jurisdiction

19.1 Disputes resolved constructively; parties may seek equitable remedies.

19.2 Governed by English law; exclusive jurisdiction of English courts.

19.3 Supplement for Services: special provisions for assembly, installation, or operation.

20. Subcontractors Supplier may use subcontractors for Services provision.

21. Customer Duties to Cooperate

21.1 Complete all necessary preparatory work at Customer expense.

21.2 Provide storage, accommodation, and protective equipment.

21.3 Supply site information before installation.

21.4 Customer bears extra costs if delays occur for reasons outside Supplier responsibility.

22. Formal Acceptance

22.1 Customer conducts acceptance within 12 Business Days, unless agreed otherwise.

22.2 Deemed acceptance: 30 Business Days after completion or 6 Business Days after usage.

22.3 Risk passes on formal acceptance or per clause 5.

Introduction

These Terms and Conditions set out the liability framework for customer specific purchased stock, customer-owned / free-issue stock held, processed, or stored by Greenfield Engineering (SM) Ltd. (“the Company”). By the Company purchasing materials that are specifically required for the customers product supply and the customer supplying material, components, or customer-owned goods to the Company for their product supply, the customer accepts these Terms and Conditions.

Scope of Liability

The Company will take reasonable care to protect customer-owned / free-issue stock while it is on-site. Liability is limited to loss or damage directly caused by proven negligence on the part of the Company.

1. Exclusions of Liability

The Company accepts no liability for loss or damage arising from circumstances beyond its reasonable control, including but not limited to fire, flood, theft, accidental damage, or third-party actions unless negligence is established. Consequential losses, including loss of profit or business interruption, are excluded.

2. Customer Responsibilities

Customers must ensure all stock delivered to the Company is clearly identified and accompanied by appropriate MSDS and TDS documentation in line with the Company’s T&C’s . The Company is not liable for discrepancies where stock is received without adequate labelling or delivery information.

3. Stock Condition and Quality

The Company is not responsible for defects, corrosion, contamination, or deterioration present in the stock at the time of receipt. Any subsequent issues arising from pre-existing condition remain the customer’s responsibility.

4. Storage and Handling

The Company will store and handle all stock (specific purchased stock, customer-owned / free-issue), in a manner consistent with standard industry practice. No guarantee is made that environmental conditions will be controlled unless expressly agreed in writing.

5. Insurance

The Company does not insure customer-owned / free-issue stock. Customers are responsible for ensuring that all stock held at the Company’s premises is adequately insured under their own policies.

6. Disposal and Long-Term Storage

All disposal costs relating to customer specific purchased stock, customer-owned / free-issue stock are the responsibility of the customer. Disposal charges are based on the current monthly waste cost price for the relevant waste category code, plus a 5% handling cost. Transport costs incurred during disposal or return are additional and subject to a 5% mark-up on cost. Waste streams classified as Hazardous will be quoted separately at the time of disposal; for example, powder paint disposal is £1400 per tonne (October 2025) plus transport. Stock held for a continuous period of 12 months without movement will be subject to a formal review. Following this review, the customer must decide whether the stock is to be returned or disposed of. If return is chosen the shipping to the customer is additional, if shipped not with an appropriate existing live sales order. If disposal is chosen, all associated costs will be charged to the customer.

7. Claims Process

Any claim relating to alleged loss or damage must be submitted in writing within 7 days of the customer being notified that the stock is ready for collection or dispatch. Claims submitted outside this period may not be accepted.

8. Limitation of Liability

Where liability is established, compensation will be limited to the direct replacement value of the affected stock or the cost of repair, whichever is lower. The Company’s total liability in any event will not exceed the value of the specific stock item concerned.

9. Title and Risk

Title to customer-owned / free-issue stock remains with the customer at all times. Risk transfers to the customer upon collection or dispatch from the Company’s premises.

10. Amendments

The Company reserves the right to amend these Terms and Conditions at any time. The most current version will apply to all stock held on-site.

11. Governing Law

These Terms and Conditions are governed by and interpreted in accordance with the laws of England and Wales. Any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.