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.