SUPPLIER TERMS AND CONDITIONS INTRODUCTION AND CONTRACT FORMATION The Supplier is in the business of supplying the Services and/ or Goods (as defined below) and HdWE wishes to procure such Services and/ or Goods from the Supplier. These Terms and Conditions set out the general terms and conditions on which HdWE contracts for Goods and/or Services. They will be incorporated into an “Order”, as defined below, which may be any of the following:
an order form or work order entered into by the Parties referencing these Terms and Conditions; or
a written instruction (including by email) by HdWE referencing these Terms and Conditions to provide Goods and/or Services to HdWE; or
a statement of work entered into by the Parties in accordance with a Master Services Agreement that references these Terms.
By signing, or otherwise agreeing to, an Order the Supplier indicates that it has read and understood these Terms and Conditions and agrees to be legally bound by and comply with these terms, and the applicable Order. The definitions and interpretation in Schedule 1 shall apply to these Terms and Conditions. IT IS AGREED:
1
ORDERS
1.1
These Terms and Conditions, along with the Order, govern the overall relationship of the Parties in relation to the Services, including where the Supplier will provide the Services to HdWE and its Affiliates, as applicable.
1.2
The Supplier shall provide the Services to HdWE and its Affiliates in accordance with the Order.
1.3
Where HdWE sends a written instruction (including by email) referencing these Terms and Conditions for the Supplier to provide Services to HdWE. The instruction constitutes an offer by HdWE and its Affiliates to purchase Services in accordance with these Terms and Conditions.
1.4
The instruction shall be deemed to be created, and an Order shall be deemed to have been created, on the earlier of:
1.4.1
the Supplier issuing written acceptance of HdWE’s instruction (which may be via email);
1.4.2
the Supplier commencing performance of the Services or the supply of Goods; or
1.4.3
any other act by the Supplier consistent with fulfilling the Order,
at which point and on which date a binding order shall come into existence Services
1.5
The Supplier shall, during the Term, provide the Services in accordance with:
1.5.1
all Applicable Law;
1.5.2
Good Industry Practice;
1.5.3
HdWE Policies; and
1.5.4
any other standards, certifications, qualifications and/or authorisations and obligations expressly stated in an Order.
Goods 1 January 2025