(a) "Purchaser" shall mean the company so named in the Contract.
(b) "Seller" shall mean the person, firm or company to whom the Contract has been awarded.
(c) "Goods" shall mean each and every item to be supplied and / or all work to be done by the Seller as specified in the Contract.
(d) "Contract" shall mean the agreement between Purchaser and Seller comprising the purchase order, these Conditions of Purchase and any other documents (or part thereof) specified in the purchase order.
Goods shall be delivered on the date or during the period specified in the Contract and Seller shall give reasonable notice of the proposed time and date of actual delivery. Seller shall give notice of any likely delay in delivery as soon as practicable.
All Goods must be delivered at the delivery point carriage paid as specified in the Contract, unless agreed otherwise on the Purchasers’ formal order. Purchaser may refuse delivery of goods not so delivered, or may, at its option arrange for delivery to the delivery point at the expense and risk of Seller.
3. REJECTION / RETURN OF GOODS
In the case of Goods or Services provided by the Seller not conforming with the Contract in every respect or being unfit for the purpose for which they are specified, purchaser shall have the right to reject them. The making of payment shall not prejudice Purchaser's rights under this Clause. Whereas suppliers will be informed as to rejects as soon as reasonably possible, the purchaser does not recognise any time limit in which rejects must be identified.
Goods rejected for any reason will be held on site for one month, (if it is deemed safe to do so), after the seller has been informed as to the issue. Unless expressly agreed in writing, goods will be disposed of without liability to par after one month of initial notification of the issue to the seller. Purchaser will not incur any cost to return goods to source or dispose of said goods.
The Purchaser reserves the right to return or reject goods for full credit due to any reason which the Purchaser sees as the best course of action. This right is not restricted to goods which are found to be, or believed to be not to the required specification.
Purchaser shall pay to Seller the agreed purchase price which is calculated in accordance with or is recorded in the Contract.
Value Added Tax, where applicable, shall be shown separately on all invoices as a strictly nett extra charge.
5. TERMS OF PAYMENT
Unless otherwise stated in the Contract and subject to the prompt receipt of a valid invoice, payment will be made at the close of the 2nd month following the month during which Goods are delivered at Purchaser's works or other delivery point specified in the Contract, or collected by Purchaser.
Late payment; the Purchaser shall not be held liable for any interest arising from any invoice presented for payment, were the goods or service provided are or have been “in dispute”, or due to circumstances beyond the Purchasers’ control.
Where the delivery destination of Goods crosses national boundaries the latest edition of Incoterms shall apply to all purchases. Where there is any conflict between the purchase order or these Conditions of Purchase and Incoterms, the purchase order and these Conditions of Purchase shall prevail.
7.1 Purchaser may cancel the Contract at any time. Purchaser shall pay Seller such a sum as deemed to be equitable in respect of work performed prior to cancellation.
7.2 For Service Agreements / Contracts which cover a set period of time the Purchaser reserves the right to unilaterally cancel any such contract and receive pro rata re-payment for the balance of said contract if the Purchaser deems that the level of service received is not comensurate with that which is required.
8. SELLER'S DEFAULT OR INSOLVENCY
8.1 If Seller commits a breach of the Contract and fails within a period deemed reasonable by Purchaser to rectify the breach, Purchaser may, without prejudice to any other of its rights terminate the Contract by notice in writing.
8.2 If Seller becomes insolvent or, (being a Company), makes an arrangement with its creditors or has a liquidator, a receiver, or an administrative receiver appointed or commences to be wound up (other than for the purposes of amalgamation or reconstruction) Purchaser may, without prejudice to any other of its rights, terminate the Contract forthwith by notice to Seller or any person in whom the Contract may have become vested. In such event it shall be lawful for the Purchaser to enter the premises where the Goods are situated and take possession of the Goods and any materials the property in which has passed to or is vested in the Purchaser.
9. FORCE MAJEURE
If either party is prevented or hindered from carrying out its obligations under the Contract by circumstances beyond its reasonable control, including without limitation, any form of Government intervention, strikes and lockouts, (such circumstances being herein referred to as force majeure) then the performance of such obligations shall be suspended for such time as the circumstances aforesaid last and the party affected shall not be liable for any delay occasioned thereby. Provided that if such delay shall extend for an unreasonable time the party not affected by the circumstances aforesaid may, by notice in writing, cancel any or all deliveries not made and no liability shall by reason of such cancellation attach to either party.
Shortage of labour, materials or utilities or delays by subcontractors shall not by themselves constitute force majeure unless they are caused by circumstances which are force majeure circumstances within the meaning of this Clause.
Costs arising from force majeure circumstances shall be borne by the party incurring such costs.
10. PASSING OF PROPERTY AND RISK TO PURCHASER
Subject only to clause 11 (Free Issue Materials) property and risk in Goods shall pass to Purchaser on delivery.
11. FREE ISSUE MATERIALS
Where Purchaser provides free issue materials to Seller for incorporation into Goods they shall remain the property of Purchaser but shall be at the risk of Seller during the period they remain in Seller's possession. Seller shall maintain all such materials in good order and condition and shall use them economically and solely in accordance with the Contract.
Surplus materials shall be disposed of at Purchaser’s direction.
Waste or loss of materials shall be made good at Seller's expense.
12. HAZARDOUS GOODS & DANGEROUS SUBSTANCES
All hazardous Goods must be marked by Seller with international danger symbol(s) and display name of material in English. Transport and other documents must include declaration of hazard and name of material in English. Goods must be accompanied by emergency information in English in the form of written instructions, labels or markings. SELLER'S ATTENTION is drawn to all relevant Agreements relating to the packing, labelling and carriage of hazardous Goods and Seller must comply with any statutory regulations and observe any codes of practice pertaining thereto.
As soon as possible following the agreement of the Contract terms all information held by or reasonably available to Seller regarding any potential hazards known or believed to exist in the transport, handling or use of the materials supplied shall be promptly communicated to Purchaser.
13. PATENT RIGHTS
Seller will indemnify Purchaser against any claim for infringement of letters patent, registered design, trade mark or copyright by the use or sale of any article or material supplied by Seller to Purchaser and against all costs and damages which Purchaser may incur in any action for such infringement or for which Purchaser may become liable in any such action. Provided always that this indemnity shall not apply to any infringement which is due to Seller having followed a design or instruction furnished or given by Purchaser or to the use of such article or material in a manner or for a purpose or in a foreign country not specified by or disclosed to Seller, or to any infringement which is due to the use of such article or material in association or combination with any other article or material not supplied by Seller. And provided also that this indemnity is conditional on Purchaser giving Seller the earliest possible notice in writing of any claim being made or action threatened or brought against Purchaser and on Purchaser permitting Seller at Seller's own expense to conduct any litigation that may ensue and all negotiations for a settlement of the claim. Purchaser on its part warrants that any design or instruction furnished or given by it shall not be such as will cause Seller to infringe any letters patent, registered design, trade mark or copyright in the execution of the Contract.
14. PURCHASER'S RIGHTS IN SPECIFICATIONS, PLANS, PROCESS, KNOW-HOW, DRAWINGS, PATTERNS, TOOLS ETC.
Any specifications, plans, process know-how, drawings, patterns, designs, jigs, tools supplied by Purchaser to Seller in connection with the Contract shall remain the property of the Purchaser and shall be kept in good condition and returned as agreed or on demand.
Tooling funded fully or in part by the Purchaser, must be used correctly and for the purpose intended and not to be used to supply other parties production or prototypes. Tooling that is no longer intended to be used, must not be disposed of without the written consent of the Purchaser.
Tooling commissioned by the Purchaser remains the property of the Purchaser at all times, regardless of whether the Supplier has contributed in any way whatsoever to the manufacturing cost or design of the tool
Any information derived there from or otherwise communicated to Seller in connection with the Contract shall be kept secret and confidential by Seller and shall not, without the consent in writing of Purchaser, be published or disclosed to any third party, or made use of by Seller except for the purpose of implementing the Contract.
The obligations with respect to secrecy and confidentiality contained in this Clause shall not apply to information which:
(a) Was already in Seller's possession or in the public domain prior to its disclosure by Purchaser, or
(b) Is purchased or otherwise legally acquired by Seller at any time from third parties having good title thereto, or
(c) Comes into the public domain, otherwise than through the fault of the Seller.
Any specifications, plans, process know-how, drawings, patterns or designs supplied by Purchaser shall be returned in good order and condition, on fulfilment of the Contract at the expense of the Seller.
15. PROGRESS AND INSPECTION
Purchasers’ representatives shall have the right to progress and inspect all Goods at Sellers’ works and the works of sub-contractors at all reasonable times and to reject Goods or any part thereof that do not comply with the Contract. Seller shall ensure when placing sub-contracts that it facilitates Purchasers’ rights under this clause. Any inspection, checking, approval or acceptance given on behalf of Purchaser shall not relieve Seller or its subcontractors from any obligation under the Contract.
16. ASSIGMENT AND SUB-LETTING
The contract shall not be assigned by Seller nor sub-let as a whole. You shall not sub-let any part of the contract without our written consent, but Purchaser shall not refuse such consent unreasonably. The restriction contained in this condition shall not apply to sub-contracts for materials for minor details or for any part of which the makers are named in the contract.
You shall be responsible for all work done and goods supplied by all sub-contractors.
17. CORRUPT GIFTS
In connection with this or any other contract between you and us you shall not give, provide, or offer to our staff and agents any loan, fee, reward, gift or any emolument or advantage whatsoever. In the event of any breach of this Condition, we shall, without prejudice to any other rights we may possess, be at liberty forthwith to terminate this and any other contract and to recover from you any loss or damage resulting from such termination.
The Seller undertakes and aggress to identify and hold harmless the Purchaser against all actions and claims, proceedings, costs, losses, expenses, liabilities, including legal fees, whatsoever, and however caused or arising out of, connected or resulting from Goods or Service, including without limitation the manufacture, selection, delivery, possession, use, operation, return or any and all damages and injuries caused thereby to anyone whatsoever.
The Contract shall be subject to English Law and the jurisdiction of the English High Court.