TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES

BASIS OF PURCHASE: This Purchase Order and any attachments are the sole agreement between I SAW IT FIRST LTD and the Supplier identified on the face of this PO, regarding the goods or services specified in this PO. The Purchase Order is pursuant to I SAW IT FIRST LTD standard terms and conditions

This PO will be deemed to be unconditionally accepted by the Supplier to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

This PO is expressly conditioned on Supplier’s acceptance of all the terms and conditions set forth herein.

DELIVERY & INSPECTION: Where the Goods are to be delivered to, or the Services supplied or performed at, the Delivery Address, during I SAW IT FIRST normal business hours on the date or within the period stated in the Order.

A packing note quoting the number of the Order must accompany each delivery of Goods and must be displayed prominently. All parcels must be securely labelled with such information as I SAW IT FIRST LTD may reasonably request in Writing.

I SAW IT FIRST shall be entitled to reject any Goods or Services which are not in accordance with this PO, and any specification, or standard conditions. I SAW IT FIRST LTD shall not be deemed to have accepted any Goods or Services until a reasonable time and opportunity has elapsed to inspect or otherwise evaluate them following delivery or performance or, if later, within a reasonable time after any latent defect or other non-conformity to the Agreement has become apparent.

Time is of the essence in the performance of this PO and if the goods are not delivered or the services not provided in the manner and at the times specified, I SAW IT FIRST LTD reserves the right without liability and in addition to its other rights and remedies to take either or both of the following actions; (a) require the supplier to repair the goods or supply replacement good or services so as to comply with the agreement within 7 days; and (b) direct expedited delivery of the goods or performance of services, with any difference in cost caused by such change paid by Supplier, and/or (c) discharge this agreement (either in its entirety or part) and purchase substitute goods and charge Supplier with any loss or additional costs I SAW IT FIRST LTD incurs. The Supplier will promptly advise I SAW IT FIRST LTD of any delay in performance, including notice with regard to any goods placed under backorder. The Supplier’s performance is not deemed completed until the goods or services have been accepted by, I SAW IT FIRST LTD.

Risk of damage to or loss of Goods shall pass to the I SAW IT FIRST LTD upon delivery in accordance with the terms of the Agreement. Title in the Goods shall pass to I SAW IT FIRST LTD upon delivery, unless payment is made prior to delivery, in which case title shall pass upon payment being made.

PRICE OF GOODS & SERVICES: The Price of the Goods and/or Services are stated in this PO and, unless otherwise agreed in Writing, shall be:

(i) exclusive of any applicable value added tax (which shall be payable by I SAW IT FIRST LTD subject to receipt of a valid VAT invoice); and

(ii) inclusive of all charges for packaging, packing, shipping, carriage, insurance, and delivery to the Delivery Address and of any duties, taxes, imposts, or levies other than value added tax; (unless otherwise specifically agreed in writing) and

(iii) calculated in accordance with any basis of charging contained in any Specification or quotation provided by the Supplier and agreed by I SAW IT FIRST LTD.

INSPECTION: All goods and services purchased hereunder are subject to inspection by I SAW IT FIRST LTD at all reasonable times and places notwithstanding the terms of payment, and in any event, prior to final acceptance. No inspection made prior to final acceptance will relieve the Supplier from responsibility for failure to meet the requirements of this PO. In the event the goods or services do not meet the applicable specifications and instructions, the Supplier will promptly re-perform the nonconforming services or provide replacement goods satisfactory to I SAW IT FIRST LTD at Supplier’s sole expense. If the Supplier is unable to accomplish the foregoing, I SAW IT FIRST LTD may procure such goods or services from another source and charge to the Suppliers account all costs, expenses and damages associated therewith.

TERMS OF PAYMENT submitted to I SAW IT FIRST with respect to this Purchase Order must contain the following information: PO number, description of goods or services, prices, extended totals and attach all supporting documentation, if any. To the extent applicable, all invoices must include any tax amounts, listed separately. Invoices submitted hereunder will be paid Net 30 days end of month (unless otherwise specifically agreed in writing) after receipt of a correct invoice or acceptance of goods or services by I SAW IT FIRST LTD, whichever occurs later. Any adjustments in Suppliers invoices due to late performance, rejections or other failure to comply with the requirements of this PO may be made by I SAW IT FIRST LTD before payment. Payment does not constitute final acceptance. I SAW IT FIRST LTD may offset against any payment hereunder any amount owed to I SAW IT FIRST by the Supplier or its affiliates.

TERMINATION: I SAW IT FIRST LTD may, by written notice to Suppler make changes to any one or more of the following: (a) specifications for services or goods, (b) quantity, and (c) place and/or time of performance. For any reason, I SAW IT FIRST LTD may also direct Supplier to suspend in whole or in part the provision of goods or the performance of services hereunder permanently or for such period of time as may be determined by I SAW IT FIRST to be necessary or desirable.

I SAW IT FIRST LTD may terminate this PO in whole or in part at any time and without cause. Upon notice of termination, the Supplier will inform I SAW IT FIRST LTD of the extent to which it has completed its performance under this PO as of the date of the notice and collect and deliver to I SAW IT FIRST LTD any goods or Product, as defined under the PO, which then exists. I SAW IT FIRST LTD will pay Supplier for goods or services accepted and performed up to the date of the notice.

WARRANTIES & LIABILITIES: The Supplier expressly warrants that the goods or services provided under this PO will be supplied or performed in accordance with I SAW IT FIRST LTD’S specifications and instructions. The Supplier further warrants that the goods and services will be merchantable, non-infringing of any third-party intellectual property rights, free from defects, fit and sufficient for the purpose intended and safe and without risk to health when properly used.

The supplier warrants and undertakes that the Services will be supplied or performed by appropriately qualified and competent personnel, with due care and diligence in an efficient and economical manner and to such high standard of quality as it is reasonable for, I SAW IT FIRST LTD to expect in all the circumstances.

The Supplier has and will maintain all licences, consents, approvals, permissions, registrations, notifications, and other rights necessary lawfully to provide the Services related to this PO.

The Supplier will indemnify, defend, and hold I SAW IT FIRST LTD, its officers, directors, resellers, employees, agents, and customers harmless from and against all losses, liabilities, costs, claims, damages, and expenses (including attorneys’ fees and costs) arising out of or related to this PO. Including but not limited to the following.

(i) breach by the Supplier of any warranty or undertaking given by the Supplier in relation to the Goods or Services, or of any other term of the Agreement; or

(ii) any liability under the Consumer Protection act 1987 in respect of the Goods.

(iii) any act or omission of any of the Supplier’s employees, agents, contractors or sub-contractors in connection with the delivery or installation of the Goods or supply or performance of the Services.

(iv) any claim that the Goods, their importation, use or resale, infringes the intellectual property rights of any third party, except to the extent that such claim arises from compliance by the Supplier with a Specification supplied by I SAW IT FIRST LTD.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL I SAW IT FIRST LTD’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS PO EXCEED THE TOTAL AMOUNT ACTUALLY PAID OR PAYABLE BY I SAW IT FIRST LTD TO THE SUPPLIER FOR THE APPLICABLE GOODS OR SERVICES PROVIDED UNDER THIS PO NOR WILL I SAW IT FIRST LTD OR ITS RELATED LEGAL ENTITIES BE LIABLE FOR ANY LOST REVENUES, LOST PROFITS, INCIDENTAL, DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

All records, software, files, data, reports, information, product, notes, plans, strategies, intellectual property and other information provided, prepared or developed by I SAW IT FIRST LTD pursuant to this PO is the property of I SAW IT FIRST LTD. The Supplier assigns all intellectual property rights relating to products and services to I SAW IT FIRST LTD and agrees to complete any documents requested by I SAW IT FIRST LTD to perfect its ownership.

The Supplier agrees to obtain I SAW IT FIRST approval before subcontracting this PO or any portion thereof. This PO is not to be assigned or delegated by Supplier without the prior written consent of SAW IT FIRST LTD.

The Supplier will comply with all applicable provisions of all laws, legislation or ordinances and all orders, rules and regulations issued thereunder, relating to the manufacture, sale, or supply of the Goods.

All Suppliers actions related directly or indirectly to the performance of this PO will comply with all applicable anti-corruption laws.

The Supplier will secure and maintain insurance providing sufficient coverage to comply with its obligations and duty to indemnify as required under this PO.  

Neither the Supplier nor I SAW IT FIRST LTD shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Goods or Services, if the delay or failure is beyond that Party’s reasonable control, provided such Party gives notice in Writing to the other Party as soon as reasonably practicable after it becomes aware of such delay or failure, giving reasons for such delay or failure.

If delay, or non-performance continues for a period of 14 days, I SAW IT FIRST LTD may then terminate the Agreement by giving notice in Writing to the Supplier to that effect, in which case neither Party shall have any liability to the other, but without prejudice to any rights or liabilities accrued prior to termination.

For the avoidance of doubt, I SAW IT FIRST LTD shall not be obliged to pay for any Goods or Services which it has not received prior to termination and the Supplier will repay any part of the Price which relates to any Goods or Services which have not been delivered or performed.

GENERAL: The Agreement and each Order are personal to the Supplier and the Supplier shall not assign or transfer or attempt to assign or transfer to any other person any of its rights or, except with the prior agreement in Writing of the I SAW IT FIRST LTD, sub-contract any of its obligations under the Agreement.

The Supplier shall comply fully with I SAW IT FIRST LTD Codes of Conduct.

All documentation and information relating to I SAW IT FIRST LTD or any other member of its Group will be used by the Supplier solely for the purposes of the Agreement.


The Supplier acknowledges that in the course of fulfilling any Order it may receive or otherwise acquire commercially sensitive information (whether documentary or otherwise) relating to I SAW IT FIRST LTD and other members of I SAW IT FIRST LTD’S Group. The Supplier agrees to keep all such information strictly confidential; to not disclose any such information to any other party without the I SAW IT FIRST LTD prior written consent, which the I SAW IT FIRST LTD may refuse in its absolute discretion.

The Supplier shall keep full and proper records of all transactions relating to the Goods and Services for a minimum period of 3 years after completion of performance of the relevant Order. I SAW IT FIRST LTD shall have, at all reasonable times, access to and the right to reproduce the Supplier’s (and any sub-contractor’s) records of any description, whether held in paper, electronic or other form.

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.