Standard Terms and Conditions of Purchase
In this Purchase Order the following words shall have the following meanings
"Order" shall mean this Purchase Order
"Conditions" shall mean these Conditions of Purchase
"Buyer" shall mean the Company placing this Order
"Supplier" shall mean the person firm or company on which this Order is placed
"Goods" shall mean the equipment or articles to be supplied under this Order
"Services" shall mean any work or services to be provided by the Supplier to the Buyer under this Order
Acceptance of this Order by the Supplier shall be made in writing by the Supplier within seven days.
3. CONDITIONS OF CONTRACT
Unless specifically agreed in writing by the Buyer the acceptance of this Order involves the acceptance of these Conditions to the exclusion of any conditions of contract proposed or tendered by the Supplier.
The Supplier shall deliver the Goods during normal working hours, carriage paid, to the delivery point stated in the Order and provide the Services stated in this Order strictly in accordance with the specifications and other requirements of the Order and any applicable British Standards or Codes or Practice, and by the date(s) and at the price(s) and on the conditions stated herein. No variation to any term or condition of this Order shall be valid unless confirmed by the Buyer in writing.
Unless specifically stated to the contrary the price(s) stated in this Order is/are firm fixed and valid for the duration of the Order and include for all work necessary to carry out the Order. If this Order covers Goods or Services being purchased on a repeat order basis the Order must not be carried out at prices higher than those last charged or quoted by the Supplier before the date of this Order without the advice from the Supplier and confirmation in writing by the Buyer.
6. INSPECTION AND TESTS
The Buyers representative and its customer representative shall have the right to verify purchased material and supplies at source. Verification by the purchaser shall not absolve the supplier of responsibility to provide acceptable product nor preclude subsequent rejection. The Buyer will have the power to reject any part of the Goods or Services which does not conform with the Order. The Supplier shall give the Buyer sight of all test and inspection certificates relating to the Goods and shall at the request of the Buyer without extra charge supply copies of or originals of any such test and inspection certificates.
7. TOOLS PATTERNS ETC
All tool patterns drawings designs and documents supplied by or made available through the Buyer to the Supplier or made by the Supplier for or pursuant to the Order shall remain or become the property of the Buyer and shall not be disclosed by the Supplier to any other person company or firm nor used by the Supplier other than for implementing the Order and shall be returned or delivered by the Supplier to the Buyer upon completion of the Order unless otherwise required.
The date(s) for delivery of Goods or completion of Services stated in the Order is/are of the essence of the contract.
Goods delivered must be accompanied by a delivery docket listing such goods in sufficient detail to enable inspection and checking to take place after delivery. No responsibility for payment will be accepted by the Buyer unless delivery dockets have been signed by an authorised representative of the Buyer. The signature of any delivery docket by or on behalf of the Buyer shall not imply that the Buyer has accepted any Goods as regards quality or quantity. Any faulty item or items delivered in advance of the due delivery date or in excess of the proper Order quantity may be returned by the Buyer at the Supplier's expense. Early delivery by the
Supplier, and acceptance by the Buyer shall not entitle the Supplier to early payment in the event of industrial dispute strike accident or other unforeseen contingency causing a stoppage of work or delay at Buyers premises or on site delivery may be suspended at Buyers request for the duration of same.
9. TITLE AND RISK
The property and risks in the goods shall remain in the seller until they are delivered at a point specified in the Order.
10. DELAY IN DELIVERY
The Supplier shall inform the Buyer forthwith in writing in the event that delivery of any Goods or completion of any Services will be delayed for any reason, stating the reasons for and probable extent of such delay, and will give detailed information whenever available. The Buyer may, at his option agree to extend the delivery period stated in the Order where the reason for such delay is not within the control of or foreseeable by the Supplier.
11. DOCUMENTATION REQUIREMENTS
All correspondence, test certificates, advice notes, invoices and other documentation must be sent to the appropriate address stated on the face of this Order and be clearly marked with the indent number and Order Number stated on the face of this Order or payments may be delayed. Delivery dockets and packages and consignments of Goods must be clearly marked with the Order Number stated on the face of this Order and the name of the Supplier. Unless otherwise agreed invoices for goods and services supplied pursuant to this Order may only be submitted by the Supplier after such deliveries or services have been completed.
Should any defects appear in any Goods within a period of twelve months after delivery to the Buyer the Supplier will make good such defect by repair or replacement at the Buyers option and free of charge to the Buyer, or, where rectification work is, in the Buyer's option, urgently required reimburse the Buyer for the costs of such rectification work.
13. SITE WORK
Where the Order requires the Supplier his employees sub contractors or agents to carry out any work within the Buyer's premises or on any Site of the Buyer the Supplier shall ensure that throughout the period(s) that such persons are on the premises or Site all relevant statutory rules and regulations will be observed in carrying out such work in addition to all rules and regulations laid down by the Buyer (of which a copy will be available on request).
It shall be the responsibility of the Supplier -to inspect and examine the premises or Site and its surroundings to ensure suitability for carrying out the work.
The Supplier shall indemnify the Buyer against all liability which the Buyer may incur to any other person whatsoever and against all claims demands proceedings damages costs and expenses made against or incurred by the Buyer by reason of any act omission or breach of statutory duty of the Supplier his employees sub contractors or agents or otherwise in carrying out his obligations under the Order or by reason of any defect in Goods delivered or Services supplied pursuant to the Order.
15. ADVANCE PAYMENTS
If under the Order any part of the price is payable before delivery all material allocated to the Order shall vest in the Buyer when it is so allocated. The Supplier shall mark the material as the property of the Buyer but it shall be at the Supplier's risk until delivery.
16. ENTIRE AGREEMENT
These conditions and other terms of this Order constitute the entire Agreement between the parties and all previous discussions correspondence and communication between the parties whether oral or written are hereby cancelled and withdrawn. In the event that any special conditions of contract are referred to on the face of the Order such special conditions shall prevail.
This Order is personal to the parties and no rights or obligations whatsoever arising under it may be assigned by the Supplier to another party without the prior written consent of the Buyer.
18. INDUSTRIAL PROPERTY
The Supplier will indemnify the Buyer against all claims actions or losses arising from or due to infringement of any rights of a third party Under the Letters Patent Trademark, Registered Design or Copyright
In the event of the Supplier failing to comply with any provision of this Order or becoming bankrupt or insolvent or having a receiving order made against it or compounding with its creditors or being a corporation commencing to be wound up other than for the purpose of reconstruction or amalgamation or carrying on its business under a receiver the Buyer may terminate this Order forthwith by written notice without prejudice to any other rights of the Buyer.
The Buyer shall have the right to cancel this order at any time before actual production of the Goods has commenced and in the event of such cancellation the Buyer's liability shall be limited to the actual costs incurred by the Supplier under the Order up to the date of such cancellation.
Waiver by the Buyer on any specific fault or default or failure by the Buyer to cancel the Order or any part thereof when a right to dons arises shall not constitute a waiver by the Buyer of any of the conditions of the Order except to the extent that any such conditions are specifically waived and then only in respect of the actual fault or default in respect of which such waiver is granted.
The rights and obligations of the parties stated in these Conditions are in addition and without prejudice to their rights and obligations at law.
This Order shall be governed by and interpreted in accordance with the law of England.