Last updated: July 16, 2025

These Conditions of Purchase govern all contracts for the purchase of goods and services by Etree Productions Limited ("Company", "we", "us", "our") from suppliers ("Supplier", "you", "your") and are subject to English law.

1. Definitions and Interpretation

1.1 In these Conditions, unless the context otherwise requires:

• "Contract" means the contract for the purchase of Goods and/or Services formed by the Company's acceptance of the Supplier's quotation;
• "Goods" means any goods to be supplied by the Supplier to the Company;
• "Services" means any services to be supplied by the Supplier to the Company;
• "Specification" means the specification for the Goods and/or Services set out in the Company's purchase order;
• "Working Day" means Monday to Friday, 9am to 5pm, excluding public holidays in England.

2. Formation of Contract

2.1 These Conditions apply to all contracts for the purchase of Goods and/or Services by the Company from the Supplier to the exclusion of all other terms and conditions.

2.2 No contract shall be formed until the Company has issued a written purchase order.

2.3 The Supplier's acceptance of the purchase order shall be deemed to constitute acceptance of these Conditions.

2.4 Any variation to these Conditions must be agreed in writing and signed by an authorised representative of the Company.

3. Supply of Goods

3.1 The Supplier shall supply the Goods in accordance with the Specification and all applicable quality standards and regulations.

3.2 The Goods shall be new, unused, and free from defects in design, materials, and workmanship.

3.3 Time for delivery shall be of the essence. The Supplier shall deliver the Goods by the date specified in the purchase order.

3.4 The Supplier shall provide all necessary documentation, including certificates of conformity, test certificates, and installation instructions.

4. Supply of Services

4.1 The Supplier shall provide the Services with reasonable care and skill in accordance with the Specification and good industry practice.

4.2 The Supplier shall ensure that all personnel engaged in providing the Services are suitably qualified and experienced.

4.3 The Supplier shall comply with all applicable health and safety regulations and the Company's site safety requirements.

5. Price and Payment

5.1 The price shall be as set out in the purchase order and shall be fixed for the duration of the Contract.

5.2 All prices include delivery, packaging, and insurance unless otherwise specified.

5.3 The Company shall pay valid invoices within 30 days of receipt, subject to satisfactory delivery and performance.

5.4 The Company may set off any amounts owed by the Supplier against any amounts payable to the Supplier.

6. Delivery and Risk

6.1 Delivery shall be made to the address specified in the purchase order during normal business hours.

6.2 Risk in the Goods shall remain with the Supplier until acceptance by the Company.

6.3 The Company may reject any delivery that does not comply with the Contract.

6.4 The Supplier shall be liable for any additional costs incurred by the Company due to late or non-conforming delivery.

7. Title and Property

7.1 Title to the Goods shall pass to the Company upon delivery and acceptance.

7.2 The Supplier warrants that it has full title to the Goods and that the Goods are free from any liens, charges, or encumbrances.

8. Warranties and Defects

8.1 The Supplier warrants that the Goods will be free from defects in materials and workmanship for 24 months from delivery.

8.2 The Supplier warrants that the Services will be performed in accordance with the Specification for 12 months from completion.

8.3 The Supplier shall remedy any defects at no cost to the Company, including all labour, materials, and transportation costs.

8.4 If the Supplier fails to remedy defects within a reasonable time, the Company may do so at the Supplier's expense.

9. Indemnity and Insurance

9.1 The Supplier shall indemnify the Company against all claims, damages, and costs arising from:

• Defective Goods or Services;
• Breach of contract;
• Infringement of intellectual property rights;
• Acts or omissions of the Supplier or its personnel.

9.2 The Supplier shall maintain adequate insurance coverage including public liability (minimum £2 million), product liability, and professional indemnity insurance.

10. Compliance and Standards

10.1 The Supplier shall comply with all applicable laws, regulations, and industry standards.

10.2 The Supplier shall maintain appropriate quality management systems and allow the Company to audit compliance.

10.3 The Supplier shall comply with all applicable environmental, health and safety, and employment laws.

10.4 The Supplier shall maintain ethical business practices and comply with all anti-bribery and corruption laws.

11. Intellectual Property

11.1 The Supplier warrants that the supply of Goods and/or Services will not infringe any intellectual property rights.

11.2 Any improvements or modifications to the Company's designs or specifications shall belong to the Company.

11.3 The Supplier grants the Company a perpetual, royalty-free licence to use any intellectual property necessary for the use of the Goods.

12. Confidentiality

12.1 The Supplier shall keep confidential all information received from the Company and use it solely for the purposes of the Contract.

12.2 This obligation shall survive termination of the Contract for a period of 5 years.

12.3 The Supplier shall ensure that all its personnel are bound by equivalent confidentiality obligations.

13. Termination

13.1 The Company may terminate the Contract at any time by giving 30 days' written notice.

13.2 The Company may terminate immediately if the Supplier:

• Commits a material breach that is not remedied within 7 days of written notice;
• Becomes insolvent or enters administration;
• Ceases to carry on business;
• Fails to deliver on time or in accordance with the Specification.

13.3 Upon termination, the Supplier shall immediately return all Company property and confidential information.

14. Force Majeure

14.1 Neither party shall be liable for any delay or failure to perform due to circumstances beyond their reasonable control.

14.2 The affected party shall notify the other party immediately and use reasonable endeavours to minimise the impact.

14.3 If force majeure continues for more than 30 days, either party may terminate the Contract.

15. Data Protection

15.1 Both parties shall comply with all applicable data protection laws, including the UK GDPR and Data Protection Act 2018.

15.2 Where the Supplier processes personal data on behalf of the Company, the parties shall enter into a separate data processing agreement.

16. Subcontracting

16.1 The Supplier may not subcontract any part of the Contract without the Company's prior written consent.

16.2 The Supplier shall remain fully liable for all subcontracted work.

17. Assignment

17.1 The Supplier may not assign the Contract without the Company's prior written consent.

17.2 The Company may assign the Contract to any affiliate or successor entity.

18. General

18.1 These Conditions constitute the entire agreement between the parties and supersede all prior agreements and understandings.

18.2 No waiver of any breach shall constitute a waiver of any other breach.

18.3 If any provision is held to be invalid or unenforceable, the remainder shall continue in full force and effect.

18.4 Any notices shall be in writing and delivered to the registered address of the relevant party.

19. Governing Law and Jurisdiction

19.1 These Conditions and any dispute arising out of or in connection with them shall be governed by English law.

19.2 The parties submit to the exclusive jurisdiction of the English courts.

20. Contact Information

For any questions regarding these Conditions of Purchase, please contact us at: