These Purchase Terms & Conditions apply to all purchases, orders, subcontract works, labour-only arrangements, material supply agreements, plant hire, specialist consultancy appointments, and related procurement undertaken by (“the Company”).
 

1. Definitions
In these Terms:
“Company” means Longnor Heritage Ltd.
“Supplier” means any supplier,     subcontractor, consultant, specialist contractor, labour provider, plant provider, or vendor engaged by the Company.
“Order” means any purchase order, instruction, quotation acceptance, subcontract agreement, email instruction, or verbal instruction issued by the Company.
“Goods” means materials, products, equipment, plant, components, or items supplied to the Company.
“Works” means labour, subcontract works, consultancy services, installation, repair, conservation, or construction services carried out for the Company.
“Site” means any property, premises, or location where Goods or Works are delivered or undertaken.
 

2. Basis of Contract
2.1 These Terms apply to all Orders placed by the Company unless expressly agreed otherwise in writing.
2.2 Acceptance of an Order, commencement of Works, delivery of Goods, attendance on Site, or submission of an invoice constitutes acceptance of these Terms.
2.3 Any terms proposed by the Supplier shall not apply unless expressly accepted in writing by a director of the Company.
2.4 The Company reserves the right to amend specifications, quantities, sequencing, programme dates, or scope where reasonably necessary.
2.5 These Terms together with the relevant Order constitute the entire agreement between the parties and supersede previous discussions, negotiations, representations, or understandings.
2.6 Failure or delay by the Company in enforcing any provision of these Terms shall not constitute a waiver of its rights.
 

3. Supplier Obligations
3.1 The Supplier shall:
exercise reasonable care and skill;
comply with all statutory obligations;
comply with health and safety legislation;
follow reasonable site instructions;
cooperate with the Company and other contractors;
and perform the Works in a professional and workmanlike manner.

3.2 The Supplier shall ensure that all operatives:
are competent and appropriately qualified;
hold necessary certifications including CSCS where applicable;
are legally entitled to work in the United Kingdom;
and use appropriate PPE and safety equipment.
3.3 The Supplier shall remain fully responsible for:
its employees;
subcontractors;
agents;
suppliers;
and delivery personnel.
3.4 The Supplier may not further subcontract the Works without the Company’s prior written consent.
3.5 Nothing in these Terms shall render the Supplier or its personnel employees, workers, or agents of the Company.
 

4. Goods & Materials
4.1 All Goods supplied shall:
be of satisfactory quality;
be fit for purpose;
comply with relevant British Standards where applicable;
correspond with specifications;
and be free from defects.

4.2 The Supplier shall ensure Goods are properly packaged, protected, and suitable for transport and storage.
4.3 Risk in Goods shall remain with the Supplier until delivery and acceptance at Site or other agreed delivery point.
4.4 Title to Goods shall pass to the Company immediately upon delivery or incorporation into the Works, whichever occurs first.
4.5 The Supplier warrants that all Goods are free from:
liens;
charges;
retention of title claims;
and third-party interests.
4.6 The Company may reject defective, damaged, incorrect, or non-compliant Goods and require replacement at the Supplier’s expense.
4.7 All removed materials, salvage, architectural items, scrap, and waste arising from the Works shall remain the property of the Company unless expressly agreed otherwise in writing.
 

5. Subcontract Works & Labour
5.1 Title in all Works carried out, including partially completed Works, shall pass to the Company immediately upon execution of the Works on Site.

5.2 The Supplier acknowledges that all Works carried out on the Site become part of the property and may not be removed without written consent.
5.3 The Supplier shall:
protect existing structures and finishes;
avoid damage to historic fabric;
minimise dust and vibration;
and comply with heritage-sensitive working practices where applicable.
5.4 The Supplier shall immediately report:
unsafe conditions;
hidden defects;
asbestos concerns;
water ingress;
structural movement;
protected species;
archaeological discoveries;
or unsafe existing installations.
5.5 The Company may require defective or non-compliant Works to be:
rectified;
removed;
replaced;
or reinstated
at the Supplier’s cost.
5.6 The Supplier shall comply with:
agreed working hours;
neighbour-sensitive restrictions;
noise limitations;
and reasonable instructions intended to minimise nuisance or disruption.

5.7 The Supplier shall maintain reasonable standards of housekeeping and leave working areas in a safe and tidy condition.
5.8 The Supplier shall remain responsible for its own:
tools;
plant;
temporary works;
equipment;
vehicles;
and stored materials
unless expressly accepted into the Company’s possession in writing.
 

6. Programme & Delays
6.1 The Supplier shall comply with the programme and sequencing reasonably required by the Company.
6.2 The Supplier shall immediately notify the Company of any matter likely to delay delivery or completion.
6.3 The Supplier shall be responsible for losses reasonably incurred by the Company arising from delay caused by the Supplier’s negligence or default.
6.4 The Company may resequence Works or alter delivery dates where required by Site conditions or project requirements.

 

7. Health & Safety
7.1 The Supplier shall comply with:
the Health and Safety at Work etc. Act 1974;
the Construction (Design and Management) Regulations 2015;
COSHH Regulations;
and all other relevant legislation.
7.2 The Supplier shall provide:
RAMS;
COSHH information;
insurance documents;
competency evidence;
training records;
and statutory compliance documentation
where requested prior to commencement.
7.3 The Company reserves the right to remove from Site any person:
acting unsafely;
behaving abusively;
under the influence of drugs or alcohol;
or otherwise deemed unsuitable for Site work.
7.4
The Company reserves the right to refuse or withdraw Site access where:
RAMS;
insurance documentation;
competency evidence;
statutory compliance documents;
or other reasonably requested information
has not been provided.

8. Insurance
8.1 The Supplier shall maintain appropriate:
Public Liability insurance;
Employers’ Liability insurance;
Professional Indemnity insurance where applicable;
motor insurance;
and any other legally required cover.
8.2 Evidence of insurance shall be provided upon request prior to commencement of Works or delivery of Goods.
 

9. Pricing, Payment & Statutory Deductions
9.1 Prices shall be fixed and inclusive of all expenses unless otherwise agreed in writing.
9.2 Invoices must:
reference the Company purchase order number;
clearly describe the Goods or Works;
and include supporting documentation where requested.
9.3 Where applicable, the Supplier shall provide:
UTR details;
VAT registration details;
and company registration details.

9.4 The Company shall make deductions under the Construction Industry Scheme (CIS) where legally required.
9.5 Invoices must correctly apply the VAT Domestic Reverse Charge where applicable.
9.6 Unless otherwise agreed in writing, the final date for payment shall be 30 days from the end of the month in which:
a valid invoice is received;
and the relevant Goods or Works are accepted.
9.7 Unless expressly excluded in the Order, the Company reserves the right to deduct a retention of 5% from interim payments.
9.8 Half of the retention shall be released upon practical completion and the balance upon expiry of the defects liability period.
9.9 The Company may set off against monies due any:
losses;
damages;
rectification costs;
contra charges;
delays;
or other sums owed by the Supplier.
9.10 Where the Company intends to pay less than the invoiced amount, the Company may issue a Pay Less Notice in accordance with the Housing Grants, Construction and Regeneration Act 1996.

10. Defects Liability
10.1 The Supplier shall remain liable for defects arising within:
12 months of practical completion;
or longer where manufacturer warranties apply.
10.2 The Supplier shall promptly rectify defects at its own cost.
10.3 If the Supplier fails to remedy defects within a reasonable time, the Company may employ others to carry out remedial works and recover the associated costs from the Supplier.
 

11. Variations
11.1 No variation shall be valid unless instructed or approved by the Company.
11.2 The Supplier shall not be entitled to additional payment without prior written authorisation except in genuine emergencies affecting:
safety;
structural stability;
or preservation of the Works.
 

12. Termination
12.1 The Company may terminate the Order immediately where the Supplier:

becomes insolvent;
enters administration;
enters liquidation;
becomes bankrupt;
enters a voluntary arrangement with creditors;
ceases or threatens to cease trading;
fails to perform;
causes serious safety concerns;
breaches these Terms;
or fails to proceed regularly and diligently.
12.2 Upon termination the Company may:
take possession of Goods;
secure the Site;
engage replacement contractors;
and recover resulting costs from the Supplier.
 

13. Confidentiality & Intellectual Property
13.1 The Supplier shall keep confidential all:
project information;
drawings;
pricing;
specifications;
client details;
commercially sensitive information;
and security-related information.
13.2 The Supplier shall not publish:
photographs;
videos;
drone footage;
social media content;
or publicity relating to the Site or Works

 without prior written consent.
13.3
All drawings, schedules, specifications, designs, reports, and project documents supplied by the Company remain the Company’s intellectual property.
13.4 The Supplier shall not reproduce or reuse such documents except for the purposes of the relevant project.
13.5 Confidentiality obligations shall survive termination of the Order.
 

14. Environmental & Heritage Protection
14.1 The Supplier shall take reasonable care to:
protect historic fabric;
minimise dust and vibration;
avoid unnecessary damage;
segregate waste responsibly;
and comply with environmental obligations.
14.2 Burning of waste on Site is prohibited unless expressly authorised.
14.3 Waste transfer documentation shall be provided where legally required.

 

15. Statutory Compliance & Ethics
15.1 The Supplier shall comply with the Modern Slavery Act 2015 and shall not engage in:
forced labour;
exploitative practices;
or unlawful employment arrangements.
15.2 The Company reserves the right to request evidence of compliance with the Modern Slavery Act 2015.
15.3 The Supplier shall comply with all laws relating to anti-bribery and anti-corruption including the Bribery Act 2010.
15.4 Both parties shall comply with their obligations under:
the UK GDPR;
and the Data Protection Act 2018.
 

16. Force Majeure
16.1 Neither party shall be liable for delay caused by events beyond reasonable control including:
extreme weather;
fire;
flood;
labour shortages;
utility failures;
pandemics;
supply chain disruption;
or governmental restrictions.

17. Governing Law & Dispute Resolution
17.1
Both parties shall have the right to refer disputes arising under these Terms to adjudication at any time in accordance with the Housing Grants, Construction and Regeneration Act 1996.
17.2
Unless otherwise agreed, the adjudicator shall be appointed by the Royal Institution of Chartered Surveyors (RICS).
17.3
These Terms shall be governed by and construed in accordance with the laws of England and Wales.
17.4
The courts of England and Wales shall have exclusive jurisdiction over disputes arising from these Terms.