DATA STONE GROUP
GENERAL CONDITIONS OF CONTRACT FOR THE PURCHASE OF GOODS
1. DEFINITIONS AND INTERPRETATION
(A)“The Contract” means the Purchase Order, these General Conditions, and any other specifications or documents explicitly attached or referenced therein. The Purchase Order and these Conditions constitute the entire agreement between Data Stone and the Supplier regarding the delivery of the Goods. Any alternative terms proposed by the Supplier (including those in quotes, tenders, invoices, delivery notes, or standard correspondence) are expressly rejected unless accepted by Data Stone explicitly in writing. If any discrepancies or ambiguities arise between the contract documents, Data Stone shall provide the final, binding resolution.
(B)“Data Stone” means any Data Stone group company including Data Stone B.V., Data Stone International B.V., and Data Stone Group B.V.
(C)“The Supplier” means the corporate entity, company, or individual designated as such on the official Purchase Order.
(D)“The Goods” means all items, materials, equipment, supplies, components, or parts to be provided and delivered by the Supplier as outlined in the Order.
(E)“The Order” means the formal Purchase Order issued by Data Stone, including any subsequent pages, schedules, or technical attachments.
(F)“The Site” means the specific location or designated delivery points where the Goods must be transferred in accordance with the Contract.
(G)“The Main Contract” means the overarching project contract established between Data Stone and the end client/employer for which these Goods are being acquired.
(H)“The Employer” means the principal client or project owner designated in the Main Contract.
(I)“The Works” means the construction, engineering, or structural project works defined under the Main Contract.
2. ASSIGNMENT AND SUBCONTRACTING
(A) The Supplier is strictly prohibited from transferring, assigning, or subcontracting the Contract in its entirety. The Supplier shall not delegate or subcontract any specific part of the Contract without obtaining prior written approval from Data Stone. Any authorised subcontracting shall not minimise, shift, or void the Supplier’s core liabilities and obligations under this Contract.
3. GENERAL OBLIGATIONS
The Supplier confirms they possess the financial capacity, workforce, and material resources to fulfil the delivery of the Goods in perfect alignment with the programme requirements provided by Data Stone. This delivery programme may be adjusted or altered by Data Stone at any time to match the real-time operational progress of the on-site Works.
4. QUALITY, SPECIFICATION AND WARRANTIES
(A) The Supplier guarantees that all delivered Goods will perfectly match the description, technical specifications, and quality benchmarks set out in the Contract. Furthermore, all Goods must be of satisfactory, merchantable quality and completely fit for their intended operational purpose.
(B) The Supplier warrants that they have applied, and will continue to apply, the highest levels of professional skill, care, and diligence expected of an expert, fully qualified, and highly experienced specialist in the design, material selection, fabrication, and manufacturing of goods of a similar size, scope, and technical nature.
(C) In the absence of an explicit technical specification in the order guidelines, all delivered Goods must be brand new, of the highest possible grade for their respective category, and compliant with all relevant local regulations, European Standards (EN), British Standards (BS), and international equivalents. All Goods must meet the reasonable satisfaction of Data Stone.
(D) Upon request by Data Stone, the Supplier must promptly provide all necessary installation manuals, technical drawings, operations and maintenance (O&M) documents, and comprehensive technical data sheets.
5. INTELLECTUAL PROPERTY RIGHTS
(A) All intellectual property rights, trademarks, or copyrights in any technical drawings, documentation, data sheets, or designs provided to the Supplier by Data Stone shall remain the exclusive property of Data Stone.
(B) To the extent that the Goods or accompanying documentation (such as manuals or custom O&M files under Clause 4D) contain intellectual property owned by the Supplier, the Supplier hereby grants Data Stone a non-exclusive, irrevocable, worldwide, royalty-free, perpetual licence to use, copy, modify, and distribute such items for the purposes of installing, operating, maintaining, or repairing the Goods.
6. DELIVERY, RISK, AND TRANSFER OF OWNERSHIP
(A) Time is of the essence in the execution of this Contract. All Goods must be delivered to the designated Site strictly according to the delivery timeline specified in the Order, or via the explicit call-off instructions issued by Data Stone. The Supplier must execute deliveries within the agreed timeframe following a call-off request. Unless explicitly agreed otherwise in writing, the Supplier is responsible for all costs related to unloading. All shipping containers, pallets, and packaging must be supplied by the Supplier at no extra cost to Data Stone.
(B) A signed, written delivery receipt from an authorised representative of Data Stone is the sole acceptable proof that a delivery has taken place. For packaged or palletised materials, this receipt only confirms the physical arrival of the outer packaging; it does not constitute acceptance or proof that the internal Goods are defect-free or compliant with the Contract terms. Data Stone reserves a period of thirty (30) business days post-delivery to thoroughly inspect, unpack, and test the Goods for hidden defects or non-compliance.
(C)Data Stone reserves the right to revise or adjust the delivery schedule as reasonably required to align with the changing timelines of the broader construction project.
(D) All ownership rights, property title, and risk of damage or loss regarding the Goods remain entirely with the Supplier until the Goods are fully delivered to the Site in strict compliance with Sub-clause (6A). Title and risk shall pass to Data Stone only upon successful delivery on Site (or upon completion of each individual delivery if shipping occurs in instalments). The Supplier must, when requested, provide verifiable evidence that clear legal ownership of the Goods was held by the Supplier prior to delivery.
(E) The Supplier agrees to fully indemnify Data Stone against any damage, loss, structural degradation, or breakage occurring to the Goods at any point prior to their successful delivery on Site.
(F) Notwithstanding any other terms or remedies outlined in this Contract, Data Stone maintains an absolute right to reject any Goods or materials found to be damaged or non-compliant. Data Stone will notify the Supplier as soon as practically possible after discovering a defect, provided Data Stone can reasonably demonstrate that the damage or defect originated prior to the completion of delivery.
7. LIMITATION OF LIABILITY
(A) Nothing in this Contract limits or excludes either party’s liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.
(B) Subject to Sub-clause (7A), the total maximum liability of Data Stone to the Supplier under or in connection with this Contract, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be strictly limited to a sum equal to 100% of the total purchase value stated on the relevant Purchase Order. Data Stone shall under no circumstances be liable to the Supplier for any indirect, special, or consequential losses, including but not limited to loss of anticipated profits, loss of business revenue, or loss of commercial opportunity.
8. DEFAULT AND REMEDIES
If any portion of the Goods fails to meet the exact requirements of the Contract regarding quantity, quality, technical description, or delivery timeline, Data Stone reserves the right to reject the shipment in whole or in part.
In addition to any other statutory or legal remedies available, the following terms apply:
(A) Upon receiving written notice from Data Stone, the Supplier must quickly rectify, replace, or repair any defective Goods at their own exclusive expense. This obligation applies to any defects that emerge before the conclusion of the project’s Defects Liability Period, within 24 months from the delivery date, or within the Supplier’s standard commercial warranty period—whichever duration is the longest.
(B) If the Supplier fails to deliver the Goods in accordance with the Contract terms, Data Stone may:
i. Terminate the Contract immediately via written notice regarding any undelivered portions of the Goods. In such an event, Data Stone shall have no liability to pay any compensation, damages, or lost profits to the Supplier.
ii. Bill the Supplier directly or deduct via financial set-off any additional expenses reasonably incurred by Data Stone. This includes the extra costs of sourcing alternative materials from other suppliers, or any financial penalties incurred due to project delays caused by the Supplier.
iii. Remove the supply scope entirely or partially from the Supplier’s control and re-contract the work to a third party.
iv. Return the non-compliant Goods or materials to the Supplier at the Supplier’s sole cost, with Data Stone being entitled to a full refund for all returned items.
v. Allow the Supplier a strict opportunity to replace or repair the Goods at their own expense so they comply with contract standards, provided the Supplier covers all secondary expenses incurred by Data Stone during the remediation window.
(C)Data Stone may, at any time and for any reason, terminate the supply or delivery of the Goods (in whole or in part) by providing 14 days’ written notice to the Supplier. If this termination is for convenience and not due to a default by the Supplier, Data Stone will reimburse the Supplier for direct, verifiable expenses explicitly resulting from the termination. However, this payment will never exceed the original contract value of the items, and Data Stone will not be liable for any indirect costs, consequential damages, or loss of anticipated profits.
9. FORCE MAJEURE
(A) Neither party shall be liable for any failure or delay in performing its obligations under this Contract if such failure or delay is caused directly by a Force Majeure Event. A “Force Majeure Event” means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable. This includes acts of God, war, acts of terrorism, civil unrest, government mandates, trade embargoes, national strikes, explosions, or widespread natural disasters.
(B) The Supplier’s economic hardships, market material shortages, or labor disputes involving the Supplier’s own workforce shall explicitly not be classified as a Force Majeure Event. The affected party must immediately provide written notice to the other party outlining the nature and expected duration of the delay. If a Force Majeure Event disrupts delivery for more than thirty (30) continuous days, Data Stone reserves the right to terminate the Contract immediately without financial penalty.
10. GOVERNING LAW AND JURISDICTION
(A) This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the laws of England and Wales.
(B) Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation.