TERMS AND CONDITIONS OF PURCHASE
1.Buyers Conditions to be Paramount
This Order, if accepted by the seller, shall be carried out by the seller on the terms and conditions herein set forth, and no other terms or conditions shall be applicable unless expressly agreed to in writing by the buyer.
Acknowledgement of this Order must be made by return email or fax. If this Order is not acceptable it shall lapse, but if the goods are subsequently sold to or delivered to and accepted by the buyer these terms and conditions shall apply.
3. Ownership of the Goods
Unless otherwise agreed, the property of the goods shall pass to the buyer upon payment by the buyer, or at the time of delivery to the point of delivery, whichever shall be the earlier.
Standard payment terms are 60 days at end of month of invoice unless agreed to in writing by the buyer.
(a) Should the seller be prevented from delivery or the buyer from taking delivery by reason of riots, strike, lockouts at the point of delivery, war or force majeure, the time for delivery and payment shall be extended until the operation of the causes preventing delivery have ceased.
(b) Where delivery is made in two or more instalments and the buyer becomes entitled to reject or cancel an instalment under these terms and conditions, the buyer shall also be entitled (but not bound) to treat the contract as terminated for all instalments remaining undelivered.
(c) Without prejudice to the foregoing, late delivery or non delivery of any instalment shall not effect the obligation of the supplier to deliver subsequent instalments in accordance with the contract.
6. Late Delivery
The buyer shall be entitled to reject the goods or any part thereof and to treat the seller as in breach of contract if the seller fails to make delivery within the time specified.
Neither the buyer nor the seller shall be entitled to assign the whole or part of its rights and/or obligations without the prior written consent of the other, provided that without such consent the buyer may assign the whole or any part or parts of the contract to any one or more of its subsidiary or associated companies.
The buyer may, by notice in writing, cancel the Order if the seller becomes bankrupt, or makes any arrangements with his creditors, or being a company goes into liquidation, either voluntary or compulsorily.
9. Warranty Relating to Quality, Description and Specification.
(a) It is a condition of this Order that the goods (including any labels, cartons and literature) shall conform to the requirements of all Acts of Parliament, Statutory Rules, Orders and Regulations which apply to such goods and acceptance of this Order shall constitute a warranty for the purpose of section 25 of the weights and measures act 1963 or any modification or re-enactment thereof.
(b) It is a condition of this order that all goods and materials supplied for us in manufacture of plastic components, PVC cable manufacture and electronic assembled components are in all respects fit for the purpose intended and are guaranteed free from any deleterious or noxious substance which is unsuitable for use in manufacture unless expressly disclosed in writing to the Buyer. The Buyer must be notified in writing of any Substance of Very High Concern (SVCH) present in any article above the level stated in current RoHS 2 and REACH Regulations. The Seller shall indemnify the Buyer against any claims for consequential damage arising from breach of this Contract.
(c) It is a condition of this Order that the goods shall be equal to any sample that has been provided by the seller to the buyer and shall correspond in quality and description with the specifications set out or referred in the Order.
The buyers right to cancel under clause 7 or clause 14 or to reject under clause 10 maybe exercised either before or after the goods have been delivered to and accepted by the buyer, and the buyer shall be entitled (but not bound) to return to the seller’s premises any goods in respect of which such righthas been exercised at the expense and risk of the seller.
11. Price Increase
Any claim by the seller, for an increase in price agreed at time of placing the Order will not be allowed unless an escalation clause has been endorsed on this Order.
If such a clause is part of the Order, any resulting increase must be supported and justified with full proof by the seller before the increase will be approved. If the seller has necessary material on hand when the contract is made, the buyer will not approve any subsequent price increase on the material up to the time of completion of delivery. The seller is to advise the buyer in writing the day any escalator affecting the Order becomes effective. Escalation of which the buyer is notified after the delivery promise date will not be approved.
(a) In the absence of any agreement to the contrary all carriage to the point of delivery (which shall be the address(es) stated on this purchase order) shall be paid by the seller.
(b) The seller shall be responsible for damage or injury to persons or property (including the goods delivered, after the property therein has passed the buyer) caused by the negligence of carriers or servants or agents of the seller in or about the delivery of the goods, and shall indemnify the buyer against all claims (including claims by employees of the buyer) in respect of damage or injury so caused.
13. Returnable Containers
All returnable containers shall be clearly marked with their value and the sellers name. Unless this is done and all delivery notes and invoices contain notices to this effect the buyer shall not be responsible for their cost. Carriage charges in returning containers shall be borne by the seller, unless otherwise agreed by the buyer in writing.
14. Patents, Designs and Trade Marks
The seller warrants that the goods do not infringe any patent, registered design, copyright or trade mark and undertakes to indemnify the buyer against all damages, losses or costs suffered by the buyer in respect to any claim made under any such patent, registered design, copyright or trade mark.
Should the buyer receive notice of any claim that the goods infringe any patent, registered design, copyright or trade mark the buyer shall have the right to cancel the Order. The converse shall apply where the buyer requires the goods to be made to its own specification.
15. Special Provisions Relating to Delivery
Should the seller deliver more than 5% in excess of the quantity of goods, materials ordered, the buyer may refuse to accept such excess or accept it at half the contract price. Should there be a shortfall of any deliveries by the seller exceeding 5% of the quantity ordered, the buyer shall be entitled to require such shortfall to be made good at the contract price.
16. Health and Safety at Work Act
It is the responsibility of the supplier that all equipment and installation thereof (if undertaken) should be in compliance with the requirements of section 6 of the Health and Safety at Work Act 1974.
The contract shall be governed by English law, and all disputes which may arise out of the contract shall be submitted to arbitration in London, and the provisions of the Arbitration Act 1950 or any statutory re-enactment or modification thereof for the time being in force shall apply.
TERMS AND CONDITIONS OF SALE
1.1 All orders are accepted subject to the following conditions which shall form part of and govern the contract of sale. Any variation of those conditions in any document of the buyer is inapplicable unless accepted in writing by the seller.
1.2 No variation may be made to the contract of sale except by agreement in writing between the parties.
2.1 The placing of an order following the seller’s quotation shall not be binding on the seller unless and until accepted by the seller in writing.
2.2 Additions or alterations to orders, however made, shall not be binding on the seller until they have been confirmed by the seller in writing.
2.3 By ordering goods from the seller the buyer will be deemed to have accepted that these conditions take precedence over any conditions contained in or in any letter, acceptance form or the like in connection with the goods so ordered.
3.1 The prices quoted are based on current conditions and are subject to adjustment without notice. The goods or service will be invoiced at the price ruling on the date of despatch of the goods.
3.2 The prices quoted are exclusive of Value Added Tax, unless otherwise specifically stated in the contract.
4.1 Where goods are ordered by the buyer for delivery at his request:-
(i) if a period is stated for delivery and such period is not extended by agreement in writing the buyer shall take delivery within that period.
(ii) If no period is stated for delivery the buyer shall take delivery of the goods as soon as they are ready
(iii) If the buyer does not take delivery of the goods within the period the buyer will reimburse the supplier’s storage costs. An invoice will be issued for the full amount of the goods plus the storage costs on the last date on which delivery is due and shall be payable in accordance with the provisions of Clause 9.1
4.2 In any other case:-
(i) Any time stated in respect of delivery is given in good faith but is by way of estimation only and is not binding on the seller.
(ii) Time for delivery, whether expressly stated or not shall not be or be deemed to be of the essence of the contract of sale.
4 .3 The seller shall not be liable for any loss or damage whether direct or indirect or consequential or in whatsoever way arising which is or might be occasioned to the buyer or to any purchaser from him or customers of his arising out of or in any way due to any delay or default in delivery of any goods under the contract however caused.
4 .4 The seller shall be entitled to make partial delivery of the goods unless otherwise agreed in writing.
4.5 In the case of partial delivery of goods the buyer will not be entitled to treat delivery of faulty goods in any one instalment or the late delivery or any one instalment as a repudiation of the whole contract.
5. PACKING, CONSIGNMENT AND CARRIAGE.
5.1 Unless otherwise stated in the contract the goods will be consigned by the method of transport chosen by the seller to the address specified by the buyer for consignment of the goods (delivery address)
5.2 Goods for which the final destination is outside the UK shall be made available packed ex works seller’s warehouse. Packing will be to the seller’s specification.
5.3 If packaging is marked returnable it is not included in the price, but will be charged for unless returned within one month, carriage paid and in good condition to the seller’s premises.
5.4 The cost of carriage is charged in addition to the price quoted unless specifically excluded in writing by the seller.
6. TRANSFER OF RISK
6.1 The goods shall be at the risk of the buyer as soon as they are delivered to the delivery address.
For goods supplied ex works seller warehouse, the buyer shall bear all risks of loss or damage to the goods from the time they have been placed at his disposal in accordance with Incoterms 2010.
7. ACCEPTANCE OF GOODS
7.1 The buyer will be deemed to have accepted the goods unless he rejects them within seven days after their receipt to the delivery address.
7.2 The seller shall have no liability for goods delivered in a damaged condition or lost in transit or (or shortages in delivery) unless: –
(a) in the case of damage or shortage of delivery, short details are endorsed on the carrier’s delivery note or receipt and notice in writing giving full particulars of the damage or shortage is received by the seller and the carrier within three working days after receipt of the goods at the delivery address and
(b) in the case of goods lost in transit, notice in writing of the non-delivery is received by the seller and by the carrier within fourteen days after the date of the advice notice or invoice (as the case may be) issued by the seller.
7.3 Subject to the buyer’s complying with Clauses 7.1 or 7.2 above (as the case may be) and subject to the Clause 8, the seller shall replace or make good any goods, rejected by the buyer or delivered in a damaged condition or lost in transit (or, in lieu thereof, at the option of the seller shall allow credit to the buyer of the amount of the price of goods lost or rejected or a proportionate amount thereof in the case of goods damaged) but the seller shall have no other liability whatsoever including consequential loss in respect of goods rejected by the buyer or delivered in a damaged condition or lost in transit.
8.1 Unless otherwise specifically stated in the contract all specifications and particulars of weights and dimensions stated in the contract and in the seller’s sales literature are approximate only and where dimensions or weights are quoted in imperial measurements the seller reserves the right to supply any convenient metric equivalent or vice versa.
8.2 Every effort has been made to ensure that information given in Company literature is correct but the seller accepts no liability in respect of contingencies arising from errors.
8.3 The seller reserves the right to change the specification or any goods quoted in its sales literature at any time without notice.
8.4 Goods supplied by the seller must be utilised in accordance with the seller’s technical specification relating to the goods and the seller accepts no responsibility for loss or damage incurred where this condition is not complied with.
Subject to the conditions set out below, the seller warrants that the products will correspond with their specification at the time of delivery, and will be free from defects in material or workmanship for a period of between one and two years from the date of delivery.
The duration of the warranty period will be described in the seller’s literature and on the warranty card that accompanies the product, but the terms and conditions of the warranty offered by the seller shall be as now described.
The seller’s liability for breach of the warranty shall be limited solely to replacing or repairing without charge the defective product or part thereof.
9.1 The above warranty is given by the seller subject to the following conditions:
a) The buyer shall have returned the product at his risk and suitably packaged, together with a written report describing the defect(s) as soon as the defect(s) become apparent.
b) Such defect(s) shall have been proved by the buyer to be attributed to the seller, and to have arisen solely from faulty design of materials or workmanship
c) The seller shall be under no liability in respect of any defect in the product arising from failure on the part of the buyer to fully comply with the installation instructions provided with the product; fair wear and tear, wilful damage; negligence; abnormal working conditions; misuse; or alterations or repair of the product without the seller’s approval.
d) Except in respect of death or personal injury caused by the seller’s negligence, the seller shall not be liable to the buyer by reason of any representation, or any implied warranty, condition or other term, or any duty or common law, or under the express terms of the contract for consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, or other claims for consequential compensation whatsoever and whether caused by the negligence of the seller, its employees, or agents, which arise out of or in connection with, the supply of the product or its use by the buyer except as expressly provided by these conditions.
e) Should a product be returned under a valid warranty, the seller reserves the right to either repair it or to offer a replacement free of charge. In all other circumstances, it is the responsibility of the buyer to return the product suitably packaged, at his risk and expense, together with a written description of the defect or malfunction. On receipt, the seller will advise the cost of making a repair, or if appropriate, offer a replacement at the list price then ruling. In either instance, the cost of despatch to the buyer will be to the buyer’s account.
f) Any warranty shall not cover the cost of labour by Customer’s own employees, agents, or contractors in identifying, removing, or replacing any defective Product or the cost of any material or service provided by any such person.
10.1 Except where otherwise specifically agreed, payment must be made to the seller’s address stated on this invoice by the last day of the month following the month of the invoice, no later than 30 days from the date of invoice.
10.2 Where partial delivery is made, the buyer shall be obliged to pay for each instalment separately, if the seller so requires by invoicing him.
10.3 The seller reserves the right to suspend all deliveries where payment terms are not complied with by the buyer. In the event of non-compliance of payment terms all monies owed to the seller by the buyer shall become immediately payable.
10.4 If payment is not made on the due date, interest will be charged on the amount due at the rate of 4 percent above the Bank of England’s Base Rate for the time being.
10.5 Unless otherwise agreed the buyer shall not be entitled to exercise any right of set off or counterclaim against monies owed to the seller for goods invoiced and delivered to him.
11. OWNERSHIP OF GOODS
11.1 Subject to the following clauses, the goods shall remain the seller’s properly until payment in full of the price, interest charges and all other monies due to the seller under this contract and all other contracts between the seller and buyer, notwithstanding any processing of the same or incorporating of the same into a larger piece of equipment.
11.2 The buyer shall be entitled to sell the goods in the ordinary course of business, provided that the proceeds of the sale shall be held in trust for the seller by the buyer until payment of all sums due to the seller by the buyer under this contract and all other contracts between the seller and the buyer.
11.3 Should the buyer default in any payment when due the seller will be entitled to repossess all the goods held by the buyer which are still the seller’ s property (without prejudice to any other right or remedy arising out of such default in payment) and for this purpose the seller will be entitled to enter upon any land or building on or in which the goods may be situated and to remove the same. All costs incurred by the seller in repossessing the goods shall be borne by the buyer.
11.4 Any goods so repossessed shall be sold and the proceeds of sale set off against the amounts due to the seller by the buyer. Any balance remaining of the proceeds of sale shall be paid to the buyer. If the said proceeds of sale are not sufficient the buyer shall remain liable to pay to the seller the amount remaining due together with any interest accruing thereon.
12.1 The buyer shall indemnify the seller against all damages penalties costs and expenses to which the seller may be liable as a result of work done in accordance with the buyer’s specification which involves the infringement of any letters patent or registered design.
13. DETERMINATION OF CONTRACT
13.1 If the buyer shall make default in or commit a breech of the contract or of any other of his obligations to the seller or if any distress or execution shall be levied upon the buyer’s property or assets, or if the buyer shall make or offer to make any arrangement or composition with creditors, or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the buyer is a limited company and any resolution or petition to wind up such company’s undertaking, property or assets of any part thereof shall be appointed, the seller shall have the right by written notice to the buyer to determine this and/or any other contract then subsisting between the buyer and the seller and/or suspend further deliveries of goods under this and/or any other contract between the buyer and the seller. Such right shall be without prejudice to any other claim or right the seller may otherwise make or exercise
14 1 Notices required to be given to the seller must be sent to the address stated on the front of the Invoice. Notices required to be given to the buyer will be sent to the address specified by the buyer for consignment of the goods unless a different address is specified for this purpose by the buyer.
15. OTHER CONDITIONS
15.1 No liability will be accepted for any failure of or delay in performance which is due wholly or partially to restriction by Government or other competent authority, strike, lock-out, failure by suppliers to supply materials or to any other cause whatsoever outside the seller’s control.
15.2 The seller reserves the right to sub-contract any part of the work for supply of any goods for which an order is accepted.
15.3 It is the responsibility of the purchaser to ensure as far as reasonably practicable that the goods are suitable for their intended use and location and no liability shall fall on the company for any loss or damage of whatever nature arising out of the misuse of the goods or if the same are subject to unusual or unsuitable treatment. Furthermore, no liability under this condition shall attach to the company in respect of second hand goods, where unauthorised repairs or alterations have been carried out or attempted, where damage has occurred after delivery of goods or where goods have been subjected to improper, unsafe or unusual usage.
15.4 In the case of goods supplied but not manufactured by the company, the company’s sole responsibility shall be to give the purchaser the same warranty as given by the manufacturer, provided that the company shall not be required to bear any liability or expense greater than the amount actually recovered from the manufacturer.
1 5.5 So far as permitted by law, the company’s liability under this condition shall be in lieu of any other warranty, express or implied, whether by statute or otherwise, and in no circumstances shall the company be liable for any consequential loss, direct or indirect.
15.6 CANCELLATION The company reserves the right to refuse purported cancellation of any order and to demand payment of the full price for the same although the company may accept any cancellation upon receiving full indemnification from the purchaser for actual costs and losses incurred.
16. LEGAL CONSTRUCTION AND APPLICATION
16.1 This contract shall in all respects be construed and will operate as an English contract and in conformity with English Law and the parties hereto submit to the jurisdiction of the English Courts. If any provision of this contract is held by any Court Tribunal or similar body to be void or unenforceable, such ruling shall not affect the remaining provisions of this agreement which shall be read as though the provisions had been deleted. Furthermore, in the event of any Court, Tribunal or similar body ruling at any one or more of the time limits imposed under this contract are unreasonable, then in each case the condition imposing the extending time limit shall be read as though a reasonable period were substituted for the specified time limit and that condition enforced accordingly.