- Business conditions of purchase
1. These conditions together with any other terms or conditions agreed in writing by the Company or implied by law (“Conditions”) shall apply to all contracts for the purchase of goods by the Company (“Goods”) to the exclusion of all other terms and conditions including, without limitation, any terms and conditions which the seller may purport to apply. In these conditions, "Contract" means the contract for the purchase of Goods formed by the Seller's acceptance of the Company's order.
2. The first of a) commencement of manufacture of the Goods; or b) despatch or delivery of the Goods by the seller following the seller's receipt of the Company's order shall be deemed conclusive evidence of the seller’s acceptance of these Conditions.
3. No variation of these Conditions shall be applicable unless agreed in writing by the Company.
4. The price for the Goods shall be the price set out on the purchase order (“the Price”). The Price shall be exclusive of VAT (if applicable) and any applicable duties and taxes but inclusive of packaging, carriage and delivery to the Company’s specified delivery address. The seller shall obtain all necessary export licences, clearances and other consents necessary for the sale of the Goods.
5. Unless, otherwise agreed between the parties in writing, the seller shall not invoice the Goods until delivery of all the Goods under a Contract has been made. However, where the parties have agreed different delivery dates for different parts of the order, the seller may invoice for the Goods agreed to be delivered on a particular date once all those Goods have been delivered Payment of the Price and any applicable VAT shall be made in sterling or such other currency as is agreed between the parties and is due 30 working days after the end of the month in which the appropriate invoice is received. The payment of an invoice shall not imply acceptance of the Goods or waiver of any right to claim for any breach of Contract.
6. The Company may set off against the Price and any VAT, any amount due from the seller on any account whatsoever.
7. The quantity and specification of the Goods shall be as specified by the Company. The seller shall quote all Company references, purchase order numbers, and stock identification codes on all invoices, delivery notes and all other paperwork supplied by the seller.
8. The seller shall ensure that all Goods shall be manufactured, stored, tested and packed in accordance with all applicable legal requirements, British Standards Institution (BSI) and International Organization for Standardization (ISO) standards and any other applicable requirements relating to the Goods in the territories specified by the Company or in which the Goods are known to be intended for sale; and that all the Goods are of merchantable and satisfactory quality and fit for the purpose for which the Company intends such goods to be used.
9. The seller shall ensure that the Goods comply fully with specifications, drawings, samples or other descriptions and meet all performance criteria provided by the seller or the Company or agreed with the Company and shall permit the Company to inspect and test the Goods during their manufacture and processing. If the Company is not reasonably satisfied that the Goods comply in all material respects with the Company’s requirements, the seller shall take all necessary steps at its own cost to ensure due compliance.
10. The Goods shall be marked and packed in accordance with the Company’s instructions and all legal requirements. The Goods shall be properly packed and secured for delivery to the Company in good, undamaged condition.
11. Where any specifications, drawings, patterns, samples, designs, screen prints, tools or moulds relating to any of the Goods have been provided by the Company to the seller, the copyright, registered design, design right, patent, trade names, trade marks (registered or unregistered) and other intellectual property rights in such items shall remain the property of the Company. Such items shall be kept in good condition; used only for the supply of Goods to the Company; shall not be disclosed to any third party; and shall be returned to the Company on request.
12. Delivery of the Goods shall be made to the address specified on the Company’s purchase order on the agreed delivery date. If the Company cannot take delivery at the specified time and/or place, the seller and the Company shall agree an alternative time and/or address. Time of delivery shall be of the essence. The Company reserves the right to reject any Goods which are delivered without an order number, Company stock identification number or any other information which may have been specified by the Company.
13. The seller shall be deemed to have accepted the delivery date specified on a purchase order unless the Company receives a written request for alteration from the seller within 5 working days from the date the purchase order is sent.
14. If the seller fails to deliver the correct quantity of goods in full compliance with a Contract, the Company may, without limiting its other rights, take any of the following steps; (a) terminate the Contract in whole or in part and recover damages for the seller’s breach; (b) where short delivery has been tendered, accept the Goods which correspond to the Contract and claim damages for the seller’s breach of Contract; (c) where delivery of non-complying Goods has been tendered, accept the Goods subject to a reasonable price reduction and/or claim damages for the seller’s breach of Contract; (d) require the seller without delay to deliver sufficient Goods to fully comply with the Contract and recover damages for the delayed delivery.
15. The Company shall not be deemed to have accepted any part of the Goods until after the Company has actually inspected the Goods and ascertained that they are in accordance with the Contract. Without prejudice to its other rights, the Company may reject Goods which are not in accordance with a Contract within a reasonable time after such inspection.
16. The Company may return any of the Goods which are not in accordance with a Contract at any time up to 12 months after delivery notwithstanding that the Goods may already have been accepted by the Company and the seller shall, without prejudice to the Company's rights, replace or refund the Price of the returned Goods at the Company’s option.
17. Title and risk, unless otherwise agreed, shall pass on delivery of the Goods.
18. The seller shall indemnify the Company against all actions, suits, claims, demands, costs, charges, damages, losses and expenses suffered or incurred by the Company and/or for which the Company may be liable to any third party due to, arising, whether directly or indirectly, from or in connection with: (a) the negligent or wilful acts or omissions of the seller, his servants, agents or contractors in manufacturing, supplying or delivering the Goods; (b) the breach of any provision of these Conditions or otherwise of any Contract between the Seller and the Company. (c) any defect in the workmanship, materials or design of the Goods or their packaging; (d) any infringement or alleged infringement of any patent, copyright, registered design, design right, trade mark, trade name or other intellectual property right for or relating to the Goods unless such infringement has occurred directly as a result of any specification supplied by the Company; (e) any liability in respect of the Goods under the Consumer Protection Act 1987 (as amended from time to time) or any equivalent legislation in the territories specified by the Company or in which the Goods are known to be intended for sale .
19. No Contract may be assigned, charged, sub-contracted or delegated in whole or in part without the prior written consent of the Company.
20. The construction, validity and performance of all Contracts between the Company and the seller shall be governed by English Law and the seller shall submit to the jurisdiction of the English Courts although this shall not limit the right of the Company to commence proceedings in any jurisdiction the Company deems appropriate.
21. Any part of these Conditions which is shown to be void or unenforceable shall be deemed severable and shall not affect any other part of these Conditions.
22. No waiver or forbearance by the Company (express or implied) in enforcing any of its rights under a Contract shall prejudice its rights to do so in the future.
23. Neither party shall be liable in any way for loss, damage or expense arising directly or indirectly from any failure or delay in performing any obligation under any Contract caused by any circumstances beyond its reasonable control, which shall, without limiting the generality of the foregoing, be deemed to include war or any other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, break-down or damage to machinery or equipment, fire, flood, legislative or administrative interference, acts of God, strike, lock-out or other industrial disputes (whether or not involving employees of the Company). On the occurrence of any such event, the Company may at its discretion, suspend performance of or terminate the Contract.
24. The parties agree that Section 2(1) of the Contracts (Rights of Third Parties) Act 1999 shall not apply and the parties may rescind or vary any Contract by agreement without the consent of any third party.