- INTERPRETATION
In these conditions the following expressions shall (unless the context otherwise requires) have the following meanings:-
"the Buyer" means the company stated on the front of the Purchase Order Form and/or the front of the Sales Invoice;
"Contract" means the contract for the sale and purchase of the Goods and the supply and acquisition of the Services;
"Goods" means the goods or equipment referred to in the Order;
"Order" means the Buyer's purchase order of which these Conditions form part;
"Services" means the work or services referred to in the Order;
"Specification" includes any plans, drawings, data or other information relating to the Goods or Services;
"Supplier" means the person, firm or company named in the Order to whom or to whose agent this Order is submitted by the Buyer;
and
"Writing" includes telex, cable, facsimile transmission and comparable means of communication.
Where Goods are purchased "FOB" or "CIF" these expressions shall have the meaning assigned to them by Incoterms 1990 as published by the International Chamber of Commerce.
- GENERAL
(a) The Buyer may place orders by telephone but will confirm such orders by an official Order sent by facsimile. The Order constitutes an
offer by the Buyer to purchase the Goods and/or acquire the Services subject to these Conditions. The Order shall be deemed accepted without qualification by the Supplier
upon the Buyer's receipt of confirmation to that effect or the Supplier providing Goods or Services to the Buyer in accordance with the
terms of the Order, whichever shall be the earlier.
(b) Except as otherwise provided in these Conditions or agreed in writing between the parties, the Order as accepted pursuant to
sub-paragraph 2(a) above, constitutes the whole agreement between the Supplier and the Buyer. These Conditions shall over-ride
any general or standard conditions put forward by the Supplier, whether or not such general or standard conditions are or were incorporated
expressly or by reference or implication in any communication between the Buyer and the Supplier. If the Supplier's general or standard
terms and conditions contain the same or a similar over-riding provision, these Conditions shall prevail.
(c) If any paragraph or sub-paragraph of these Conditions shall be found to be invalid, ineffective or unenforceable, such invalidity,
ineffectiveness or unenforceability shall not affect any other paragraph or sub-paragraph hereof.
(d) The Order is personal to the Supplier and the Supplier shall not assign or transfer or purport to assign or transfer to any other
person any of its rights or obligations or subcontract any of its obligations under the Order without the prior consent in writing of the
Buyer.
(e) No waiver by the Buyer of any breach of the terms of the Order by the Supplier shall be considered as a waiver of any subsequent
breach of the same or any other provision.
- RISK/TITLE
Unless otherwise provided in the Order:-
(a) risk of damage to, or loss or destruction of
the Goods shall remain with the Supplier until
actual delivery of the Goods to the Buyer's
premises stated on the Order; and
(b) property in the Goods shall pass to the
Buyer either at the time of such actual delivery
or at the time of payment of the purchase price
(or any part-payment thereof), whichever shall
be the earlier.
- SUPPLIER'S OBLIGATIONS AS TO TECHNICAL SPECIFICATION, PACKING AND MARKING
(a) The Supplier undertakes that all Goods
supplied in terms of or pursuant to the Order
shall conform to approved samples or
specifications (if any) specified or provided by
the Buyer, shall be free from any defect in
workmanship and material, shall be of good
and satisfactory quality and shall be fit for the
purpose for which they are required and, where
applicable, shall conform to the relevant British
Standards Specifications in force from time to
time and shall be subject to incoming inspection
and approval as to their quality and fitness by
a person appointed by the Buyer for that
purpose.
(b) The quantity, quality and description of the
Goods and/or Services shall be as specified in
the Order and/or in any applicable Specification
supplied by the Buyer to the Supplier or agreed
in writing by the Buyer.
(c) Any Specification supplied by the Buyer to
the Supplier, or specifically produced by the
Supplier for the Buyer, in connection with the
Order, together with the copyright, design
rights or any other intellectual property rights
in the Specification, shall be the exclusive
property of the Buyer. The Supplier shall not
disclose to any third party or use any such
Specification except to the extent that it is or
becomes public knowledge through no fault of
the Supplier, or as required for the purpose of
the Order.
(d) The Goods shall be marked in accordance
with the Buyer's instructions and any applicable
regulations or requirements of the carrier, and
properly packed and secured so as to reach
their destination in an undamaged condition in
the ordinary course.
(e) The quantity, part number and manufacturer
as specified on the face of the Order shall be
an essential term of the Order. No partial
delivery shall be made and no substitution for
the part number or manufacturer shall be
made.
(f) Where any Services require to be performed
in terms of or pursuant to the Order then the
Supplier shall, in carrying out such Services,
exercise all due care and skill.
(g) The Goods and the Services shall comply
fully with the requirements of all statutory
enactments, regulations or requirements for
the time being in force relating thereto.
(h) The Supplier shall comply with all applicable
regulations or other legal requirements
concerning the manufacture, packaging,
packing and delivery of the Goods and the
performance of the Services.
- DELIVERY
(a) Delivery of the Goods and/or the provision
of the Services at the due date specified in the
Order shall be an essential term of the Order
and any contract that may follow therefrom,
time being of the essence. Notwithstanding
any other provision herein, in the event of nondelivery
of the Goods or non-performance of
the Services, the Buyer may withdraw the
Order and terminate any contract that may
have followed therefrom without incurring any
liability whatsoever to the Supplier.
(b) The Goods shall be delivered to, and the
Services shall be performed at, the Buyer's
premises or such other premises as stated on
the Order. If the Goods, or any of them, are
incorrectly delivered, the Supplier shall be
responsible for any additional expense incurred
in delivering them to their correct destination.
(c) The Buyer shall be entitled to reject any
Goods delivered which are not in accordance
with the Contract, and shall not be deemed to
have accepted any Goods until the Buyer has
had a reasonable time to inspect them following
delivery or, if later, within a reasonable time
after any latent defect in the Goods has become
apparent. The Buyer shall not incur any liability
whatsoever to the Supplier in such rejection of
the Goods.
(d) The Goods shall be delivered according to
the method specified on the face of the Order.
- PRICE
(a) The price of the Goods or Services shall be
as stated on the front of the Order. The price
shall be inclusive of and there shall be no extra
charges for such things as packaging, carriage,
insurance, exchange rate fluctuations, small
order surcharges, certificate of conformity
charges, and the like. No alteration to the price
shall be permitted unless made in accordance
with paragraph 13 below.
(b) Where Goods are supplied from within the
European Union (including from within the
United Kingdom), the Goods shall be in free
circulation and all customs duties shall have
been paid by the Supplier prior to sale to the
Buyer.
(c) The Buyer is registered for VAT in the
United KIngdom and the Buyer's VAT
Registered number is shown on the front of the
Order. Accordingly there shall be no VAT
payable by the Buyer on Goods and Services
supplied from within the European Union except
on those Goods and Services supplied from
within the United Kingdom by Suppliers
registered for VAT in the United Kingdom.
(d) In the case of Goods or Services supplied
from outwith the European Union, the Seller
shall not charge any additional taxes or duties.
(e) The Buyer shall be entitled to and the
Goods and/or Services shall be supplied and/
or provided under deduction of any discount
for prompt payment, bulk purchase or volume
of purchase customarily granted by the
Supplier, whether or not shown on its own
terms and conditions of sale.
- PAYMENT
Unless otherwise agreed in writing, the Buyer
shall settle any invoice or statement of account
issued pursuant to this Order no later than the
final day of the month following that in which
the invoice is received by the Buyer, and
provided always that the delivery of the Goods
or performance of the Services shall have
been made in full on or before the Buyer's
receipt of that invoice. Should it come to the
notice of the Buyer before payment for the
Goods or Services is due that the Supplier has
supplied defective Goods or rendered
inadequate performance of the Services then
the Buyer shall be entitled to withhold payment
(either in whole or in part) of the invoice until
the defective Goods or inadequate
performance of the Services have been dealt
with to the reasonable satisfaction of the Buyer.
The Buyer shall be entitled to deduct from and
set off against the price for the Goods and/or
the Services any sums owed to the Buyer by
the Supplier.
- INDEMNITIES AND INSURANCE
(a) The Supplier shall free, relieve and
indemnify the Buyer from and against all actions
or claims or causes of action (including the
costs thereof) brought or established against
the Buyer and from and against all costs,
damages, losses, expenses, liabilities and the
like incurred or suffered by the Buyer
- arising out of or in any way connected with
(a) injury to or illness or death of any person whomsoever or
(b) loss of or damage to or destruction of any
vehicle, equipment, apparatus, plant,
machinery, goods, materials or property arising
out of or in connection with the Goods or
Services being in every respect conform to the
Order or (where appropriate) of satisfactory
quality, safe and fit for their purpose and/or
(c) the act, omission, delay or negligence of the
Supplier or any of its employees, contractors,
sub-contractors, agents or representatives and
- without prejudice to the foregoing generality,
arising out of or in connection with the Supplier's
failure to comply with or perform or its delay in
complying with or performing any of its
obligations in terms of the Order.
(b) The Supplier will be bound to effect and
keep in force insurance cover for all liabilities
imposed upon the Supplier in terms of, or
arising from the Order and, without prejudice
to the foregoing, in respect of personal injury or
death, injury or damage to property, arising out
of, or in the course of or by reason of the
carrying out of the Order, the supply of Goods
or provision of Services or caused by any
negligence, omission or default of the Supplier
or its servants or agents, or any sub-contractors
or their servants or agents and, without
prejudice to the generality of the foregoing, the
Supplier will be bound to effect and keep in
force Employers Liability Insurance, Public
Liability (Third Party) Insurance and (where
the Order relates to the supply of Goods)
Product Liability Insurance for a minimum sum
of £1,000,000 and Contract Work or
Contractors (All Risks) Insurance for the full
value of the Goods supplied and/or Services
rendered pursuant to the Order. The Supplier
shall, if required by the Buyer or its insurance
brokers, exhibit the relevant policies together
with the current receipts for premiums paid
under such policies.
- THE BUYER'S REMEDIES ON DEFAULT
In the event of any breach of the undertakings
contained in Condition 3 above, or any other
breach of the terms of the Order by the Supplier
then (without prejudice to any other rights
which the Buyer may have) the Buyer shall
have the right, at its sole option:-
(a) within such reasonable time as the Buyer
may determine. to reject the Goods and/or
Services, rescind the Order and, if so required,
return the Goods to the Supplier at the
Supplier's own risk and expense. On such
rejection, the Supplier shall reimburse the
Buyer for the purchase price of the Goods and
the cost of the Services and for all other
payment made to the Supplier under or
pursuant to the Order: or
(b) if so required by the Buyer, the Supplier
shall at the option of the Buyer but at the sole
expense of the Supplier provide replacement
Goods or additional Services. The provision of
such replacement Goods and/or Services shall
be governed by the Order. The Buyer shall, if
so required, return any Goods originally
supplied to the Supplier at the Supplier's own
risk and expense: or
(c) The Buyer shall have the right to accept the
Goods and/or Services and to reserve its
rights to and remedies against the Supplier.
The Supplier shall, in all cases, fully indemnify
and keep indemnified the Buyer from and
against all loss, damage, liability, cost or claim
including consequential loss and employee
costs sustained or incurred whether as a result
of or arising from the rejection of Goods or
Services, the replacement or provision of
additional Goods or Services or any other
breach of the terms of the Order.
- TERMINATION
The Buyer shall be entitled to terminate the
Contract without incurring any liability
whatsoever to the Supplier by giving notice to
the Supplier at any time if the Supplier (being
an individual or firm) becomes apparently
insolvent or is sequestrated or (being a
company) enters into administration, liquidation
or receivership (whether compulsory or
voluntary otherwise than for the purposes of
any amalgamation or reconstruction notified
to the Buyer) or if any encumbrancer takes
possession of the whole or any part of its
business or undertaking, or if execution of a
decree or diligence is levied against the
Supplier or if the Supplier makes or offers to
make any voluntary arrangement or
composition with its creditors or if the Supplier
ceases or threatens to cease carrying on its
business.
- FORCE MAJEURE
The Buyer shall be relieved of all liability for
obligations incurred to the Supplier whenever
and to the extent of which the fulfilment of such
obligation is prevented, frustrated or impeded
in consequence of any statute, rules,
regulations, orders or requisition issued by
any government department, council, other
duly constituted authority or by reason of any
strikes, combination of workmen, lockouts,
breakdown of plant, accident, civil commotion,
war, force majeure, inclement weather or any
other cause beyond the Buyer's control.
- NOTICES
Any notice given hereunder may be served
personally or be left at the last known residence
or place of business of the person to whom it
is addressed or may be sent by first class post,
in which case notice shall be deemed to have
been received on the first working day after
posting, or by facsimile transmission, in which
case notice shall be deemed to have been
received upon completion of transmission and
the recipient's number is shown on the
transmission slip retained by the sender.
- ALTERATIONS
No alterations to or deviation from the Order
(including, for the avoidance of doubt, these
Conditions) and any contract that may have
followed therefrom shall be binding on the
Buyer unless made with its written consent
and signed on its behalf by one of its officers.
The Buyer reserves the right to vary by notice
in writing to the Supplier the terms of the Order
by the addition or omission or other variation
whatsoever to the Goods to be supplied and
no variation thereof whether by addition or
omission shall vitiate the Order after
acceptance thereof by the Supplier and the
Supplier shall be bound to carry out such
variations as though the variation had been set
out in the Contract.
- RECORDING
Telecommunications to and from the offices of
the Buyer may be recorded by the Buyer, its
employees or agents for security, training and
other purposes.
- WARRANTY
The Seller warrants and undertakes to the
Buyer that:
(a) It has valid and unencumbered title to the
Goods sold to the Buyer in terms of the Order.
(b) Goods sold to the Buyer are new, un-used
and have not been tested or programmed
except by their manufacturer in the normal
course of manufacturing.
(c) Goods sold within the European Union are
or will be in free circulation and that all customs
duties have been or will be paid prior to their
sale to the Buyer.
- LAW
The constitution, validity and performance of
the Order and any contract that may have
followed therefrom (including, for the avoidance
of doubt, these Conditions) shall be governed
by and construed in accordance with the law of
Scotland and the Scottish courts shall have
jurisdiction in relation thereto.
01279-641942
01279-641877