1. Terms & Conditions
1.1 These terms and conditions (“Terms”) apply to all quotes, orders, invoices and any purchase of goods or services by IQE plc or any of its affiliates (“IQE”) to the exclusion of any other terms that any potential or actual supplier (including its subcontractors, independent contractors and all other classes of persons performing any type of work for IQE for or on behalf of the supplier) (“Supplier”) may present or seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. The Supplier accepts these Terms by providing goods and/or services to IQE, or by otherwise being notified that such transactions are subject to these Terms. The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Terms.
1.2 The term “goods” and “services” shall refer to the goods, products, materials, supplies, items, equipment, work and/or services provided to IQE.
2. The goods and/or services
2.1 The Supplier warrants that for a period of 1 year from the date of IQE’s acceptance of any goods and/or services, the goods and/or services shall: (i) correspond with their description and any applicable specification as set out by IQE and agreed with the Supplier (“Specification”); (ii) be of satisfactory quality and fit for any purpose held out by the Supplier or made known to IQE by the Supplier expressly or by implication, and in this respect IQE relies on the Supplier's skill and judgement; (iii) where they are manufactured products, be free from defects in design, material and workmanship; and (iv) comply with all applicable legal, statutory and regulatory requirements.
2.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations.
2.3 IQE may inspect and test any goods at any time before delivery. The Supplier shall remain fully responsible for any goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations.
2.4 If following such inspection or testing IQE considers that the goods do not conform or are unlikely to comply with the Supplier's undertakings at clause 2.1, IQE shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
2.5 IQE may conduct further inspections and tests after the Supplier has carried out its remedial actions.
3.1 The Supplier shall ensure that: (i) any goods are properly packed and secured in such manner as to enable them to reach their destination in undamaged condition and in accordance with standard commercial practice for domestic or export shipment as applicable; (ii) each delivery of goods is accompanied by a delivery note which shows the date of the order, the type and quantity of the goods, special storage instructions (if any), any information reasonably required by IQE for legal or regulatory purposes and, if the goods are being delivered by instalments, the outstanding balance of goods remaining to be delivered; and (iii) if the Supplier requires IQE to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.
3.2 The Supplier shall deliver any goods on the delivery date at the time and location specified by IQE. Unless otherwise expressly specified by IQE in writing, the price to be paid for the goods and/or services includes the cost of delivery. The Supplier shall incur all costs related to unauthorised early delivery or any late delivery.
3.3 The Supplier shall not deliver any goods in instalments without IQE’s prior written consent. Where it is agreed that the goods are to be delivered by instalments, they may be invoiced and paid for separately.
3.4 If the goods and/or services are not delivered on the specified delivery date, or if they do not comply with the undertakings set out in clause 2.1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the goods and/or services, IQE may exercise any one or more of the following rights and remedies: (i) terminate the order; (ii) reject the goods and/or services (in whole or in part) and return them to the Supplier at the Supplier's own risk and expense; (iii) require the Supplier to repair or replace the rejected goods and/or services, or to provide a full refund of the price of the rejected goods and/or services (if paid); (iv) refuse to accept any subsequent delivery of the goods which the Supplier attempts to make; (v) recover from the Supplier any costs incurred by IQE in obtaining substitute goods from a third party; and (vi) claim damages for any other costs, loss or expenses incurred by IQE which are in any way attributable to the Supplier's failure to carry out its obligations.
3.5 Title and risk in the goods shall pass to IQE on completion of delivery.
3.6 Upon acceptance of delivery by IQE, good and marketable title to all goods free and clear of any liens or encumbrances of any kind shall pass to IQE.
4. Price and payment
4.1 The Supplier warrants that the prices for the goods and/or services are not less favourable than those currently extended to any other customer for the same or similar goods in similar quantities. In the event the Supplier reduces its price for such goods and/or services, the Supplier agrees to reduce the prices for the goods and/or services correspondingly. The Supplier warrants that prices quoted shall be complete, and no additional charges of any type shall be added without IQE’s express written consent.
4.2 The price of the goods and/or services excludes amounts in respect of value added tax, federal, state, municipal or other governmental taxes, duties, excise taxes or tariffs (which IQE will additionally be liable to pay at the prevailing rate, subject to the receipt of a valid invoice), and includes the costs and charges of packaging, insurance and transport of the goods and/or services. No extra charges shall be effective unless agreed in writing with IQE.
4.3 IQE shall pay correctly rendered invoices within 60 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. IQE may at any time, without notice to the Supplier, set off any liability of the Supplier to IQE against any liability of IQE to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these Terms. Any exercise by IQE of its rights under this clause shall not limit or affect any other rights or remedies available to it under these Terms or otherwise.
5. Indemnity and Insurance
5.1 The Supplier shall indemnify IQE against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by IQE as a result of or in connection with: (i) any claim made against IQE for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the manufacture, supply or use of goods and/or services, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; (ii) any claim made against IQE by a third party for death, personal injury or damage to property arising out of or in connection with defects in any goods and/or services, to the extent that the defects in the goods and/or services are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and (iii) any claim made against IQE by a third party arising out of or in connection with the supply of any goods and/or services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance by the Supplier, its employees, agents or subcontractors.
5.2 The Supplier shall maintain, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with its obligations, and shall, on IQE’s request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
6.1 IQE may terminate any order in whole or in part at any time before delivery of any goods or the provision of any services, with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on that order. IQE shall pay the Supplier fair and reasonable compensation for any work in progress on any goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
6.2 Without limiting its other rights or remedies, IQE may terminate any order with immediate effect, by giving written notice to the Supplier if the Supplier (or if IQE reasonably believes that the Supplier will): (a) commits a material breach of any term of the Terms and (if such a breach is remediable) fails to remedy that breach within 15 days of the Supplier being notified in writing to do so; (b) becomes the subject of any proceeding under state, provincial or federal law for the relief of debtors or otherwise becomes insolvent, bankrupt or makes an assignment for the benefit of creditors, or upon the appointment of a receiver for the Supplier or the reorganisation of the Supplier for the benefit of creditors; (c) suspends, threatens to suspend, ceases or threatens to cease, or IQE reasonably expects that Supplier may suspend or cease, to carry on all or a substantial part of its business; or (d) financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the order is in jeopardy.
6.3 Termination, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, or expiry, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination, or expiry.
6.4 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the order will remain in full force and effect.
7. Force majeure
7.1 The Supplier shall: (i) use it best endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations and prioritise supply to IQE; and (ii) as soon as reasonably practicable after the start of the Force Majeure Event notify IQE in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations.
7.2 Provided it has complied with clause 7.1, the Supplier will not be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from an event, circumstance or cause beyond its reasonable control (“Force Majeure Event”).
7.3 Should IQE receive notice in accordance with clause 7.1(ii) above, IQE may (i) purchase any goods and/or services from another provider until the Supplier is able to do so again; (ii) suspend any order until Supplier can carry out its obligations in accordance with these Terms; and /or (iii) if the period of delay or non-performance continues for 6 weeks, terminate any order by giving 7 days' written notice.
7.4 Once Supplier is able to continue supplying the goods and/or services, it shall use its best endeavours to expedite delivery and prioritise supply to IQE.
8. Export Compliance
Supplier will notify IQE if any of the goods and/or services are controlled or classified under any applicable laws and shall obtain any licences, permits and approvals required by any government, regulatory body or other competent authority in order to provide the goods and /or services, and shall comply with all applicable laws, rules, policies and procedures of them, including, without limitation, the United States Export Administration Regulations, the Export Control Act 2002 and the guidance provided by the UK Export Control Joint Unit. The Supplier will indemnify and hold IQE harmless for any violation or alleged violation by Supplier of such laws, rules, policies or procedures.
9.1 Ethics. Supplier must comply with all applicable ethical legislation and guidelines including, but not limited to: (i) antislavery and anti-human trafficking laws including complying with local laws regarding the minimum age of employees and all other applicable child labour laws; (ii) anti-bribery and corruption laws; (iii) applicable laws relating to equality, minimum wage and working hours; (v) applicable conflict minerals laws, regulations and codes of conduct in all jurisdictions; (vi) the Responsible Business Alliance’s code of conduct (as amended from time to time); and (vii) IQE’s policies and procedures (as amended from time to time).
9.2 Publicity. The Supplier shall obtain IQE’s permission before disclosing by way of press release or otherwise to any third party anything which relates to any goods and/or the services provided to IQE.
9.3 Assignment and other dealings. Supplier may not assign or transfer any right or obligations hereunder without the prior written consent of IQE, such consent to not be unreasonably withheld or delayed. IQE may assign its rights and delegate its obligations. The Supplier may not subcontract any or all of its rights or obligations under these Terms without the prior written consent of IQE. If IQE consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
9.4 Confidentiality. Each party will not disclose to any person any Confidential Information concerning the other party. Each party may disclose the other party's Confidential Information: (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such Confidential Information for the purposes of exercising the party's rights or carrying out its obligations under these Terms; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party will use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the order. ‘Confidential Information’ means, in relation to each party, all information of commercial value, in whatever form relating to the business of that party including price sensitive information, trade secrets, business plans, know how, financial data, specifications, technical information, device results, drawings, agreements, techniques, technology, operations and products.
9.5 Entire agreement. These Terms express the entire understanding and agreement between the parties with respect to the goods and/or services specified in any order and supersede any and all previous agreements with reference to such subject matter, save for: (i) any previously signed non-disclosure or confidentiality agreement which cover the goods and/or services; and (ii) any other written agreement between the parties that specifically covers the same goods or services (“Separate Agreement”), where the terms of the Separate Agreement shall prevail over these Terms.
9.6 Variation. No variation of these Terms will be effective unless it is in writing and signed by the parties (or their authorised representatives).
9.7 Waiver. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
9.8 Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of these Terms.
9.9 Notices. Any notice required to be sent pursuant to these Terms will be in writing and will be deemed to be validly given by the delivery to its recipient, either personally, by registered mail, prepaid mail or prepaid courier. Notices to IQE must be sent to email@example.com, for the attention of General Counsel & Company Secretary unless otherwise notified in writing.
9.10 Third party rights. A person who is not a party to these Terms shall have no rights to enforce any of the provisions of these Terms pursuant to any enactment or other rule of law, except that an IQE affiliate who has proprietary rights in any Confidential Information disclosed in connection with these Terms may enforce these Terms as if it were a party hereto.
9.11 Governing law and Jurisdiction. These Terms, and any dispute or claim (including, without limitation, non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, will be governed by and construed in accordance with the law of England and Wales and each party irrevocably agrees that the courts of London, England will have exclusive jurisdiction to settle any dispute or claim.