Purchase Order Terms & Conditions
Standard Purchase Order Terms & Conditions.
Boundary Communications Limited (trading as Indigo Forward) | Version October 2026
Application and definitions. These conditions apply to purchase orders (POs) issued by Boundary Communications Limited
trading as Indigo Forward (Buyer) to the named supplier (Supplier), for goods and/or services including AV equipment,
installation, engineering, programming, commissioning and subcontract labour. “Writing” includes email from an authorised
representative. The Buyer’s legal contracting entity must match the entity identified on the PO.
1. Order acceptance & priority
A PO is an offer by Buyer, not acceptance of any Supplier quotation or terms. Supplier must expressly acknowledge the PO
and these conditions in writing before commencing fulfilment. Acceptance by conduct may also arise from procurement,
dispatch or performance, but Buyer should not rely on conduct alone. Supplier terms in quotations, order acknowledgements,
invoices, portals, websites or delivery notes are excluded unless Buyer expressly accepts them in writing. A separately
signed master agreement or statement of work (SOW) expressly governing the PO prevails to the extent of inconsistency. No
PO amendment binds Buyer without written authorisation.
2. Scope and specification
Supplier shall provide only the goods and services described in the PO, in the specified quantities, models, SKUs, technical
requirements and locations. Supplier shall promptly flag discrepancies and must not substitute products, components,
personnel, services or specifications without Buyer’s prior written approval. Unauthorised additional quantities or services are
at Supplier’s risk and cost.
3. Fixed price and expenses
PO prices are fixed and include packing, handling, transport, insurance, administration, travel and expenses unless expressly
itemised otherwise, plus properly chargeable VAT. No currency, manufacturer, fuel, freight or other surcharge, or increase in
price, is payable without Buyer’s prior written approval. Supplier bears the cost of correcting its own errors.
4. Goods and conformity
Goods shall be new, genuine, unused, free of defects, of satisfactory quality, fit for their ordinary purpose and any particular
purpose communicated to Supplier, and comply with the PO, approved drawings, manufacturer specifications, applicable
laws and relevant safety standards. Supplier shall provide required licences, certificates, accessories, manuals and
documentation. Refurbished, counterfeit, grey-market or substituted goods require Buyer’s express written approval.
5. Delivery, delay and cancellation
Goods must be delivered to the stated location. Supplier must immediately notify Buyer in writing of any actual or anticipated
delay, its cause, revised date and mitigation plan. If delivery is more than 30 calendar days after the PO date, Buyer may
cancel all or any undelivered portion by written notice without cancellation charge or liability for those undelivered items. For a
Critical delivery, Buyer may cancel the affected undelivered portion immediately on missing the deadline; Buyer may also
exercise earlier termination rights available for repudiatory or material breach. Buyer may purchase replacement goods
elsewhere and seek reasonably foreseeable, evidenced additional direct costs recoverable at law, subject to any applicable
agreed limitation of liability. Buyer is not required to accept unapproved partial or early deliveries causing additional cost.
6. Cancellation before dispatch / commencement
Buyer may cancel standard, non-bespoke goods at any time before dispatch, and services before commencement, by written
notice without charge, unless a cancellation fee was expressly agreed in writing before the PO was accepted. For bespoke,
made-to-order or non-returnable goods, Supplier may recover only reasonable, unavoidable, properly evidenced third-party
costs incurred before cancellation, less sums saved or recoverable through mitigation, and only to the extent such liability
was expressly agreed in writing before acceptance. No lost profit, general overhead or unsubstantiated restocking fee is
payable. Supplier shall promptly stop work and mitigate costs following notice.
7. Title, risk and inspection
Risk remains with Supplier until delivery at the specified location to Buyer or its nominated recipient. Title passes on the
earlier of payment or delivery, free of liens and third-party rights, to the extent legally possible. Signed delivery notes, receipt,
inspection, payment and use do not waive rights in respect of latent defects or non-conformity. Buyer may inspect and test
within a reasonable period after delivery, installation or commissioning.
8. Rejection, correction and refunds
Buyer may reject goods or services that are defective, damaged, incorrect, counterfeit or otherwise non-conforming and,
subject to applicable law, require repair, replacement, re-performance, refund or credit. Supplier shall bear reasonable
collection, removal, replacement, re-delivery and rectification costs attributable to its breach. Supplier shall collect rejected
goods promptly; refunds of prepaid sums for cancelled or rejected undelivered/non-conforming items are due within 10
business days of written demand.
9. Services and personnel
Supplier shall perform services with reasonable skill, care and diligence, to applicable industry standards and agreed
specifications and deadlines, using appropriately qualified and competent personnel. Supplier is responsible for its personnel,
safe working methods, testing and commissioning, and correction of deficient work at no additional charge.
10. Customer premises and security
At Buyer or customer sites, Supplier shall comply with site rules, access, health and safety and information-security
requirements; minimise disruption; protect property and systems; and not photograph, record or publicise a project without
prior written consent. Supplier shall promptly report incidents, damage and security breaches.
11. Subcontracting
Supplier shall not subcontract a material part of services without Buyer’s prior written approval. Supplier remains fully
responsible for its subcontractors’ acts, omissions, quality, safety and confidentiality.
12. Changes and extras
No variation to scope, quantities, specifications, deadlines or price is binding without Buyer’s prior written approval
referencing the PO. Supplier must obtain written approval of the cost and effect of additional work before proceeding. Buyer
is not liable for unauthorised extras.
13. Invoices and payment
Invoices must identify the PO number, supplier, invoice date/number, project reference (if provided), descriptions, quantities,
agreed prices and applicable VAT. Unless the PO states otherwise, Supplier may invoice goods only after delivery and
services after the relevant accepted milestone. Undisputed invoices are payable 30 days after receipt of a valid invoice,
subject to agreed terms. Buyer may withhold genuinely disputed amounts in good faith, giving reasons, but shall pay
undisputed sums when due. Payment does not constitute acceptance.
14. Warranties and after-sales support
Supplier shall pass through all applicable manufacturer warranties, provide reasonable support for warranty claims, and
honour any additional warranty specified in the PO or signed agreement. Supplier shall promptly remedy workmanship or
service defects attributable to its breach, at its own cost. Statutory rights are preserved.
15. Liability and indemnities
Supplier is liable for losses reasonably foreseeable and recoverable at law resulting from its breach, negligence or wilful
misconduct. Recoverable losses may include reasonable additional procurement, installation, engineering, removal,
replacement and rectification costs directly arising from the Supplier's breach, to the extent recoverable under applicable law.
Supplier shall indemnify Buyer against third-party claims, damages and reasonable costs to the extent caused by Supplier’s
negligence resulting in injury or property damage, infringement of third-party intellectual property by Supplier-provided
deliverables, or unlawful performance. Supplier shall maintain appropriate insurance. Nothing limits liability for fraud,
fraudulent misrepresentation, death or personal injury caused by negligence, or other liability that cannot lawfully be limited.
Any expressly agreed liability cap in a signed governing agreement prevails.
16. Confidentiality and publicity
Supplier shall protect Buyer and customer confidential information, including prices, designs, plans, credentials, systems and
project details, and disclose it only to personnel bound by appropriate confidentiality obligations on a need-to-know basis.
Supplier shall not use Buyer or customer names, logos or project details in marketing or case studies without prior written
consent. These obligations survive termination.
17. Intellectual property and deliverables
Each party retains its pre-existing IP. Supplier grants Buyer and its customer a perpetual, worldwide, non-exclusive, royalty-
free licence to use, maintain and modify project-specific deliverables supplied under the PO to the extent necessary to
operate and support the installation, excluding third-party software subject to disclosed licence terms. Any assignment of
bespoke IP must be expressly specified in the PO or SOW. Supplier warrants it has the rights necessary to grant the agreed
licences.
18. Data protection, insurance and compliance
Supplier shall comply with applicable data protection laws, including UK GDPR where relevant, and promptly notify Buyer of
any actual data breach affecting the order. Supplier shall maintain appropriate public, employers’, professional, product and
other relevant liability insurance and provide evidence on request. Supplier shall comply with applicable safety, anti-bribery,
modern slavery, sanctions, export-control, employment and environmental laws. Any processing of personal data on Buyer’s
behalf requiring an Article 28 agreement shall be governed by a separate written data-processing agreement.
19. Termination and force majeure
Buyer may terminate all or part of a PO by written notice for an irremediable material breach, a remediable material breach
not cured within a reasonable period specified in written notice, insolvency (subject to applicable law), serious safety/security
breach or material confidentiality breach. Neither party is liable for delay caused by events beyond reasonable control if it
promptly notifies the other, mitigates and resumes performance. If such delay continues for more than 30 days, Buyer may
cancel the affected undelivered/unperformed portion without further charge, subject to accrued payment obligations for
conforming goods/services already supplied. Force majeure does not automatically justify a price increase.
20. General and governing law
Supplier may not assign the PO without Buyer’s prior written consent. The PO, these conditions and any expressly
incorporated documents form the agreement, subject to a signed overriding agreement. No failure or delay to enforce a right
is a waiver. Invalid provisions are severable. No third party has rights under the Contracts (Rights of Third Parties) Act 1999
unless expressly provided. English law governs and the courts of England and Wales have exclusive jurisdiction, unless the
parties expressly agree otherwise in writing.