1. easyJet Airline Company Limited of Hangar 89, London Luton Airport, Bedfordshire, LU2 9PF or, for the supply of goods and services to easyJet Switzerland S.A., easyJet Switzerland S.A. of 5 Route de l’Aeroport, CH-1215 Geneve 15, Switzerland (either company as applicable referred to herein as “EASYJET”) agrees to purchase from the party specified (“the Supplier”) in the attached letter or order (“the Order”) the goods (“the Goods”) and/or services (“the Services”) specified in the Order (together “the Products”). The Order shall be subject to these Standard Conditions – Supply of Goods and Services and to any further conditions specified in the Order (together “these Conditions”).
2. The Supplier acknowledges that these Conditions apply exclusively to the Order, except where otherwise agreed in writing by EASYJET. The Supplier accepts that these Conditions override any alternative standard or other or later conditions which the Supplier seeks to apply to the Order. The Supplier’s acceptance of this Order, or its supply of the Products, or any conduct in confirmation of the Order, confirms the Supplier’s acceptance of these Conditions in their entirety.
3. EASYJET reserves the right to cancel, amend, or withdraw the Order at any time before delivery of the specified Goods or commencement of the Services. EASYJET may alter the Services after the Services have commenced, or terminate the Services in accordance with clause 13.
4. The Order shall include these Conditions, and any attached letter or other documents.
5. The Supplier confirms that EASYJET is entitled to rely on any statements or representations made by the Supplier, its agents, or any third party who introduced EASYJET to the Supplier, and that such statements and representations are incorporated within the Order and these Conditions.
6. The Supplier’s invoice for payment for the Order may be submitted to EASYJET once EASYJET has confirmed to the Supplier (in respect of the Services) that the Services have been completed and are in accordance with the Order and (in respect of the Goods) that the Goods delivered are in accordance with the Order. Provided that EASYJET does not dispute the whole or any part of the Goods or Services supplied or the invoice, EASYJET will pay the Supplier’s invoice within 60 days of EASYJET having received the invoice. EASYJET reserves the right to set off any amount owning to EASYJET from the supplier against any amount payable by EASYJET to the supplier under the contract. The Supplier must send the invoice to EASYJET’s address and reference set out in the Order.
7. The Goods must be delivered to EASYJET at the place specified in the Order, and on the date and time set out in the Order (the “date of delivery”). Time is of the essence in relation to delivery, and in the event of the Supplier’s default in whole or part, EASYJET shall be entitled (without prejudice to any other rights EASYJET may have) to cancel the Order or terminate the contract in whole or in part on written notice to the Supplier. On receipt of such notice, the Supplier shall immediately repay to EASYJET any amounts paid by EASYJET to the Supplier prior to the date of delivery. EASYJET can charge the Supplier interest on any amount not immediately repaid from the date of termination until the date of repayment both before and after judgement at the rate of 2% per annum above the base rate of Royal Bank of Scotland in force from time to time. Without prejudice to any other rights EASYJET may have, if in such a circumstance as envisaged by this clause 7 EASYJET purchases all or any of the Goods from another supplier due to the Supplier’s default, the Supplier will reimburse EASYJET with any additional costs incurred, and fully indemnify EASYJET in respect of any damage or loss which EASYJET may suffer. The Supplier shall also deliver to EASYJET on the date of delivery all certificates and manuals that apply to the Goods. Failure by the Supplier to deliver all certificates and manuals on the date of delivery will constitute a failure to deliver the Goods on time.
8. The Goods shall become EASYJET’s property on the earliest date of the date of delivery or the date on which EASYJET makes the first payment (whether in whole or part) for the Goods set out in the Order. The Supplier shall keep the Goods fully insured until the date they are delivered to EASYJET in accordance with the Order. The Supplier will be responsible for any loss of or damage to the Goods until the date they are delivered to EASYJET in accordance with the Order. The Goods shall be properly and securely packaged and marked by the Supplier at no additional cost to EASYJET.
9. EASYJET shall be entitled to reject the Goods or any part of the Goods that are not in accordance with the Order, or which do not satisfy the Supplier’s warranties in clause 10. In this event, EASYJET shall be entitled to treat the default as a late delivery of all the Goods in accordance with clause 7, and shall be entitled to the same remedies as set out in that clause. Alternatively EASYJET may require the Supplier at the Supplier’s own risk and cost to immediately replace those Goods which are defective, damaged, or otherwise non-compliant. If EASYJET requires the Supplier to provide replacement Goods, the Supplier will indemnify EASYJET against all costs and losses EASYJET incurs due to the late delivery of the Goods in accordance with these Conditions.
10. The Supplier warrants to EASYJET that:
- The Supplier is entitled to sell the Goods and will pass good title to EASYJET
- The Goods will be new and unused, except where previously agreed by EASYJET in writing
- The Goods shall be free from defect in design, materials, and workmanship
- The Goods shall be of merchantable quality and fit for their purpose
- The Goods shall comply with all other warranties implied by law
The Supplier will reimburse EASYJET against all losses, expenses, and costs (including legal fees, loss of profit, and both direct and consequential losses) which EASYJET incurs as a result of the Supplier’s breach of any of these warranties. 11. The Supplier warrants that it will provide the Services with reasonable care and skill, and at the price set out in the Order. The Supplier confirms that it will comply with its obligations as stated in any separate Service Level Agreement or specification EASYJET issues to it in respect of the Order. The Supplier further warrants that the Services will be provided in accordance with all warranties and obligations implied by law.
12. The Supplier warrants that it will provide the Services in accordance with quality standards set by EASYJET in the Order, or in any separate specification or Service Level Agreement. The Supplier will provide the Services in accordance with the time schedule set by EASYJET in the Order, or in a separate Service Level Agreement or specification. Time is of the essence in relation to any time schedule set by EASYJET.
13. If the Supplier fails to provide the Services in accordance with these Conditions or any Service Level Agreement or other incorporated document to a material extent (to be determined by EASYJET) EASYJET may forthwith in writing terminate the Order (whether the Supplier shall have completed the Services or not) and upon such termination the Supplier shall forthwith cease providing the Services (whether directly or through the Supplier’s agents or sub-contractors) and return to EASYJET any monies EASYJET shall already have paid to the Supplier in accordance with the Order, in respect of that part of the Services not yet completed to EASYJET’s satisfaction. EASYJET can charge the Supplier interest on any amount not immediately repaid from the date of termination until the date of repayment both before and after judgement at the rate of 2% per annum above the base rate of Royal Bank of Scotland in force from time to time. EASYJET shall have no further liability under the Order. EASYJET’s rights under this clause 13 shall not affect any rights it may have under any other provision of these Conditions. The Supplier will reimburse EASYJET any additional costs it incurs in sourcing the Services (in whole or part) from a third party. EASYJET may otherwise terminate the Services on one month’s notice in writing in which case EASYJET shall retain no further liability under the Order save in relation to payments already accrued under the Order for the Services provided to EASYJET’s satisfaction, to the date of termination.
14. The Supplier will indemnify EASYJET against all losses, costs, and expenses it incurs (including any legal costs, loss of profit, and both direct and consequential losses) as a result of the Supplier’s breach of the foregoing warranties, or any other breach of the Order, these Conditions, or any separate specification or Service Level Agreement EASYJET issues to the Supplier in relation to this Order. The Supplier will indemnify EASYJET against all losses, costs and expenses it incurs (including any legal costs, loss of profit, and both direct and consequential losses) due to any claim being made against EASYJET as a result of the Supplier providing the Products, including any claim for breach of intellectual property rights. The Supplier confirms that it will at all times maintain an adequate policy of insurance with a reputable insurance company against all insurable liability which the Supplier may incur in relation to the Order.
15. The Supplier may not sub-contract or assign its rights or obligations under the Order or these Conditions without EASYJET’s prior written consent. If EASYJET consents to any such sub-contract or assignment, the Supplier will remain primarily liable to EASYJET for the Order. EASYJET may assign its rights and obligations under the Order and these Conditions without limitation.
16. The Supplier warrants to EASYJET that any sale or use of the Products by EASYJET or its customers in any manner whatsoever will not infringe any patent, registered design, industrial design, trademark, trade name, or other proprietary right of the Supplier or any other person. If any person claims that EASYJET by its use of the Products is infringing any such rights, the Supplier will indemnify EASYJET against the costs of defending such claim (including all legal fees) and against all losses, costs and expenses EASYJET incurs as a result of such claim, whether the claim is ultimately successful (whether in whole or part) or not. This indemnity is given to EASYJET’s successors, assigns, customers, and other users of the Products as equally as it applies to EASYJET.
17. The Supplier shall keep confidential the subject matter of the Order, the fact that it has supplied Products to EASYJET, and all information, whether documentary or otherwise, provided to the Supplier, by EASYJET prior to or after the Order being placed. Any such information shall be returned to EASYJET immediately on request, and all copies thereof destroyed. The Supplier shall not without EASYJET’s prior written consent use EASYJET’s name, logo, trademark, or trade name on any client list, web site, or other marketing or publicity material prepared for or on behalf of the Supplier. If EASYJET provides such consent, it may do so subject to conditions, and may withdraw such consent at any time, or amend such conditions, without offering any explanation. If such consent is withdrawn, the Supplier will immediately cease using EASYJET’s name, logo, trademark, or name on such list, site, or other material. The provisions set out in this clause shall be binding on the parties in perpetuity.
18. Neither EASYJET nor the Supplier will be liable for failure to perform their obligations under these Conditions and the Order if such failure results from fire, explosion, flood, ionising radiation, earthquake, riot, civil commotion, blockade, embargo, war or civil war, or other circumstance beyond their control or reasonable foresight.
19. The Order will state whether or not the Products are liable to Value Added Tax (“VAT”). EASYJET will pay VAT on the Products at the rate applicable at the date of the Order, if required by law to do so.
20. The Supplier warrants that it will in performing the Order comply with all applicable legal and regulatory obligations, including the Data Protection Act 1998 and all relevant legislation relating to health, safety, and the environment. The Supplier warrants further that it will comply with such of EASYJET’s internal working policies as EASYJET shall require, including in relation to information security.
21. The Supplier and its agents, employees and sub-contractors (if any) shall only enter EASYJET’s property and premises where the proper performance of the Order necessitates such entry, and with the specific consent of EASYJET. The Supplier, its employees, agents, and sub-contractors will comply in relation to such entry with any conditions or policies which EASYJET may impose.
22. All notices which these Conditions state must be given in writing must be sent by registered first class post to the address for each party set out in the Order, or such other address notified in substitution of such address in writing by the party whose address has changed. Each party shall notify the other party immediately in writing if its address in the Order (or a substituted address) changes.
23. Either party may terminate the Order and the further provision of the Products forthwith in writing if the other party shall suspend payment of its debts generally or become insolvent or bankrupt or commit an act of bankruptcy or (if a body corporate) shall pass a resolution for winding up or other equivalent procedure, or if bankruptcy or winding up (or equivalent) proceedings are taken against the other party or proceedings are taken for such appointment.
24. These Conditions shall be subject to and interpreted in accordance with English law, and shall be subject to the exclusive jurisdiction of the English courts.
25. The Supplier will immediately notify EASYJET if:
- The whole or any substantial part of the Supplier is transferred or is likely to be transferred
- Change of control of the Supplier (within the meaning of section 416 Income and Corporation Taxes Act 1988) occurs or is likely to occur
- The Supplier undergoes a reconstruction or amalgamation or other corporate reorganisation (including a merger) where the Supplier is a body corporate
26. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Conditions. These Conditions may not be enforced by any person unless specified as a party in the Order.
28. Subject to clause 3, these Conditions and the Order may only be amended in writing, such written memorandum to be signed by both EASYJET and the Supplier.
29. No failure by either party to exercise any right or remedy available to it hereunder nor any delay so to exercise any such right or remedy shall operate as a waiver thereof nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any right or remedy.
30. These Conditions are severable in that if any provision hereof is determined to be illegal or unenforceable by any Court of competent jurisdiction such provision shall be deemed to have been deleted without affecting the remaining provisions of these Conditions which shall continue in full force and effect.
31. The expiration or determination of these Conditions howsoever arising shall not operate to affect such of the provisions hereof as in accordance with their terms are implied or expressed to operate or have effect thereafter.
32. All intellectual property rights created during or after the performance of the Order and these Conditions belong to and shall vest in EASYJET absolutely to the fullest extent permitted by law.