Unless otherwise agreed in writing all orders
are placed and are deemed to be accepted subject to the following
conditions.
1 Orders
The Buyer will not be bound by any order unless it is placed on the Buyer’s
official order form and shall be entitled to cancel any order which is not
accepted by the Seller within seven days from the date of the order form.
2 Price
The price shall be inclusive of delivery and packaging materials,
but exclusive of all taxes, duties, royalties or other payments due to Government
Authorities or other third parties unless it is expressly agreed in writing
that such payments are included in the price.
3 Terms of Payment
Unless otherwise stated in the order, payment shall be net cash within 30 days
from the date of Invoice following delivery or performance. The Buyer reserves
the right to set off any payment due to the Seller against sums in respect of
which the Seller may be in default to the Buyer.
4 Property and Risk
The property and risk in the goods supplied shall pass to the Buyer upon
delivery at the point of delivery stated in the order.
5 Delivery
The order is placed on the understanding that deliveries and/or performance
will be provided strictly in accordance with the Buyer’s requirements as stated
in the order or in any agreed delivery or performance schedule and the Seller
accepts that, where specified by the Buyer, time is of the essence. The Buyer
reserves the right to refuse acceptance of goods which are supplied in excess
of the Buyer’s requirements as stated in the order and the Buyer accepts no
liability for such goods. Such excess goods may be returned at the Seller’s
risk and expense. For the avoidance of doubt where it is agreed that the Seller
shall unload the goods on the Buyer’s site, such activity will be construed as
services for the purpose of the order.
6 Quality and Description
(a) Goods shall conform as to quality, description and specification with the
particulars specified by the Buyer and shall be of sound materials and
workmanship. If the purpose for which the goods are required has been indicated
by the Buyer, either expressly or by implications, then the goods shall be fit
for that purpose.
(b) The Seller warrants that the design, construction, composition and quality
of goods shall comply in all respects with all relevant requirements of any
statute, statutory instrument or regulation in force at the date of delivery,
and that the goods will conform to any trade description applied to them by the
Seller.
(c) The Seller further warrants that services will be performed by
appropriately qualified and trained personnel, with due care and diligence and
to such high standard of quality as it is reasonable for the Buyer to expect in
all the circumstances.
d) Without prejudice to its other rights the Buyer reserves the right to reject
any goods or services supplied which fail to comply with the foregoing
conditions. Upon notification or rejection by the Buyer rejected goods shall be
returned to the Seller at the Seller’s expense and the Seller shall within time
acceptable to the Buyer, at the Buyer’s sole option, either supply replacement
goods or services in accordance with the order or return the purchase
price.
7 Insurance
The Seller shall maintain at its own cost a policy of insurance to cover the
liability of the Seller in respect of any act or default for which it may
become liable and to indemnify the Buyer under the terms of this
Agreement.
8 Indemnity
The Seller shall indemnify and keep indemnified the Buyer from and against any
and all loss damage or liability (whether criminal or civil) suffered, and
legal fees and costs incurred, by the Buyer resulting from breach of the terms
of the order by the Seller including, but not limited to:- (a) any act or
neglect of the Seller’s employees, agents or subcontractors
(b) breaches in respect of any matters arising from the supply of services
resulting in any successful claim by any third party
(c) breach of any warranty given by the Seller in relation to the goods or the
services.
(d) any liability under the Consumer Protection Act 1987 as amended or
re-enacted from time to time in respect of goods.
9 Health and Safety
(a) The Seller shall take all reasonable precautions to ensure the health and
safety of its and the Buyer’s employees while on the Buyer’s premises and,
without prejudice to the generality of the foregoing, shall provide all Health
and Safety Data Sheets as may be required to be provided to comply with all
statutory requirements.
(b) The Buyer shall not be liable to the Seller in any civil proceedings
brought against the Seller under any Health and Safety Regulations made
pursuant to the Health and Safety at Work etc. Act 1974 as amended or
re-enacted from time to time, where such exclusion of liability is permitted by
law.
(c) The Seller shall indemnify and keep indemnified the Buyer in respect of any
liability, monetary penalty or fine in respect of or in connection with the
goods or services incurred directly or indirectly by the Buyer under the Health
and Safety at Work Act 1974 as amended or re-enacted from time to time
and/or Regulations, orders, directions or Codes of Practice made thereunder
arising or resulting from the Seller’s default.
10 Cancellation
(a) In the event of non-performance or under-performance of services or of non-
delivery of the whole or any part of the goods within the period stated in the
order or, if no period is stated, within three months, the Buyer shall have the
right to cancel the order or the part then undelivered or not performed without
prejudice to any claim which the Buyer may have arising out of such
non-delivery, non- performance or otherwise.
(b) The Buyer is entitled to cancel any undelivered or non-performed part of
this order forthwith by notice given to the Seller in writing, by email or fax,
if the Seller makes any assignment for the benefit of creditors or if a
receiver or administrator is appointed in respect of all or substantially all
of the Seller’s property or if the Seller becomes insolvent or goes into
liquidation (except for the purposes of amalgamation or reconstruction).
11 Force Majeure
Either party may totally or partially cancel an order or delay delivery or
performance during any period which:-
(a) its performance is prevented or hindered by circumstances beyond its
reasonable control including but not limited to requisitions by Government
Authority, war, strike, lock-out, plant break-down, unavailability of raw
materials, riots, disease, Act of God, storm, failure of public utilities or
common carrier, or
(b) the need to comply with legislation or reasonably anticipated legislation
has the effect of preventing or hindering the free manufacture, sale, delivery,
use or supply of the goods or services or of materials to be made by the Buyer
from or incorporating the goods.
12 Packing
The Seller shall provide suitable containers and/or packing materials for the
sale, delivery and reasonable storage of goods supplied, all such containers
and packaging to comply with any requirements in force at the time of delivery.
Where it has been agreed that such containers and packing materials are
returnable and charged for, their cost is to be credited in full when they are
returned. Such return (to the point specified by the Seller) to be at the
Seller’s expense.
13 Hazardous Goods
In addition to providing any Health and Safety Data Sheets which may be
required in terms of Clause 9 hereof, the Seller must ensure that hazardous
goods have prominent and suitable warnings on all containers, packages and
documents and such markings shall comply with statutory requirements. Without
prejudice to the generality of the foregoing the Seller will comply with The
Classification, Packaging and Labelling of Dangerous Substances Regulations
1984 and any replacement regulations thereof and, if appropriate, such
international Codes of Regulations which may from time to time apply.
14 Non-Assignment
All orders are placed on the understanding that the Seller has the capacity to
supply the goods and/or services. The Seller shall not sub-contract or assign
this order without the Buyer’s written consent.
15 Patent Rights
The Seller shall indemnify the Buyer against any and all liability, loss,
damages and expenses arising out of any claim in respect of infringement or
alleged infringement or any patent, trade mark or registered design whether in
the United Kingdom or elsewhere resulting from the use of or resale of any
goods.
16 Confidentiality
The Seller undertakes on behalf of itself, its employees, agents
and sub-contractors (if any) to treat all information obtained as a result of
fulfilling the order regarding the business, products, operations and
organisation of the Buyer as confidential and to use such information solely
for the purpose of the order.
17 Safety and Security
(a) The Seller undertakes on behalf of itself, its employees, agents and sub-
contractors (if any) to comply with all site safety and security instructions
notified to it by the Buyer or persons acting on the Buyer’s behalf.
(b) Our security staff have been instructed to notify all personnel entering
our sites or our current security procedures which may result in additional
checks being made whilst they are on site. Please ensure this information is
passed to the appropriate staff, subsidiary companies, haulier’s etc who need
to be made aware of the situation.
18 English Law
These terms and conditions and the order generally shall be governed in all
respects by English Law and all disputes arising from it shall be referred to
the English Courts.