Terms and Conditions of Purchase
Dowding & Plummer Ltd (The Company) – Terms and Conditions of Purchase
1. Definitions in respect of Purchase Orders (Orders)
a)'Conditions' shall mean the terms, conditions and warranties of purchase set out in this order and exclude any special terms and conditions unless written overleaf on the order.
b)'Contract' shall mean the contract for the sale and purchase of the goods and/or supply of the services under this Order.
c)'Goods' shall mean goods and services.
d)'Information' shall mean any information in whatever form, disclosed to or obtained by the supplier in connection with and during the term of this order, which relates to the Company.
e)'Price' shall mean the price of the goods determined in accordance with the terms of this contract.
f)'Order' shall mean this document which, for the avoidance of doubt, includes the conditions.
g)'Supplier' shall mean the person, firm or company to whom this order is addressed.
2. Basis of Purchase
2.1This order constitutes an offer by the Company to purchase the goods subject to these conditions.
2.2This order shall be deemed to be accepted either by the express oral or written acceptance of this order by the supplier or by the despatch by the supplier of any part of the goods by the supplier.
2.3This order will lapse unless unconditionally accepted by the supplier within a reasonable time of the date of the order in accordance with clause 2.2 above,
2.4These conditions for the supply of goods, shall be in substitution for any oral arrangements made between the Company and the supplier, and shall prevail over and apply to the exclusion of any other conditions contained in or referred to in the suppliers quotation or acceptance of order or correspondence or elsewhere or implied by trade custom, practice or course of dealing.
2.5No addition to, variation of, or attempted exclusion of these conditions or any of them shall be binding upon the Company unless in writing and signed by a duly authorised representative of the company.
2.6Any order for goods under this order is subject to the right of the company to correct any errors and omissions contained in it, and in connection with any such error or omission, the Company shall be entitled to:
(a)Return any goods ordered, and
(b)Repayment from the supplier of the price paid.
3.Packaging, Delivery and Acceptance
3.1The goods shall be delivered to the address stated on this order and on the date or within the period stated, where no date or period is stated, within a reasonable time of the date of this order.
3.2The goods shall be marked in accordance with the company's instructions and any applicable regulations or requirements of the carrier and properly packed and secured at the suppliers risk and expense so as to reach their destination in an undamaged condition in the ordinary course.
3.3One copy of the delivery advice note quoting the order number should be forwarded with the goods to the delivery address,
3.4If the goods are to be delivered by instalments this contract will be treated as a single contract and not severable, and unless otherwise agreed by the parties in writing, the company shall not be obliged to accept delivery of part of any order only.
3.5Goods ordered shall be subject to inspection at the company's discretion, and shall not be delivered (or deemed to be delivered notwithstanding the taking of possession thereof by a carrier whether nominated by the company or not) without a release from an inspector of the company or written waiver of inspection by the company. The type of inspection shall be prescribed by the company, except when the inspection procedure is prescribed by codes, regulations or manufacturers standards. Notification that the goods are ready for inspection must be sent to the company’s registered office 7 days prior to the due delivery date. Inspection or waiver of inspection shall not relieve the supplier from responsibility or liability, nor shall inspection in any way imply that the goods are not in accordance with the terms of this order. Any such goods later found to be defective, damaged, non-conforming or not of merchantable quality shall be held at the suppliers risk and returned to the supplier at its expense. Payment of all or any part of the price for he goods shall not constitute the company’s acceptance of them, not impair its rights of inspection or the exercise of any of it remedies.
3.6If as a result of testing, the company is not satisfied that the goods will comply in all respects with the contract and the company so informs the supplier within 7 days of inspection or testing the supplier shall take such steps as are necessary to ensure compliance.
3.7The supplier shall supply to the company with the goods, any instructions or other information required to enable the company to accept delivery of the goods.
3.8The company shall not be obliged to return to the supplier, nor shall accept any charge for, any packaging materials of any description whatsoever for the goods whether or not any goods are accepted by the company.
3.9If the supplier fails to deliver the goods on the due date, or within the period specified, or if a period is not specified within a reasonable period, then without prejudice to any other remedy the company shall be entitled to:
(a)Cancel that part of the order which is unfulfilled at the end of the specified period or at the end of the reasonable period or on the due date, without liability to the supplier in respect thereof; and/or
(b)Purchase the goods being the unfulfilled part of the order elsewhere at the Company’s discretion, and
(c)Charge to the supplier any costs, losses or expenses which the company may incur as a result of such failure and in exercising its remedies as set out in clause 3.9
3.10In the event of the company accepting the goods notwithstanding the late delivery of the same, the company shall have the right to charge the supplier any cost, losses or expenses which the company may incur as a result of such late delivery.
4.Price
4.1The price shall be stated in this order and, unless otherwise so stated, shall be:
(a)exclusive of any Value added tax, and
(b)inclusive of all charges for packaging, shipping, carriage, insurance and delivery of the goods and any duties or levies.
4.2No increase in the price of the goods may be made without the written prior consent of an authorised representative of the Company.
4.3The Company shall be entitled to any discount for prompt payment, bulk or volume purchase customarily granted by the supplier. Any period of delay in payment by the Company as a result of the supplier’s failure to comply with the instructions of this order shall be excluded by the supplier when determining the Company's entitlement to any such discount.
5.Terms of payment
5.1The supplier shall invoice the company within fourteen days of delivery of the goods and each invoice shall bear the Company's order number.
5.2Invoices should be submitted to the address of the company specified on the order, unless otherwise stated. Unless otherwise agreed, the Company shall pay the invoice within 60 days of receipt of the goods.
5.3The company shall be entitled to set off against the invoice any sums owed to the Company by the supplier.
6.Risk and Property
6.1Risk of damage to or loss of the goods shall pass to the Company upon delivery to the Company in accordance with this contract.
6.2The property in the goods shall pass to the Company upon delivery unless payment for the goods is made prior to delivery when it shall pass to the company once payment has been made and the goods have been appropriated to this contract.
7.Warranties and Liability
7.1The supplier warrants to the company that the goods:
(a)shall be new and of merchantable quality and the workmanship performed shall conform with the best standard practice and such goods shall be fit for the purposes for which the company intends to use such goods;
(b)will be free from defects in design, material and workmanship;
(c)will correspond with any relevant sample;
(d)will be capable of any standard of performance specified in this order or represented to the company by the supplier; and
(e)will comply in all respects with all statutory requirements and regulations and laws in force from time to time relating to the sale of the goods.
7.2Without prejudice to any other remedy, if any goods are not supplied in accordance with this contract, then the company shall be entitled:
(a)to require the supplier to repair the goods or to supply replacement goods in accordance with this contract within 7 days of any such request; or
(b)at the company's sole option, to treat the contract as repudiated by the supplier’s breach and require repayment of any sums paid.
8.Indemnity
8.1The supplier shall indemnify the company in full against all liabilities, loss, damages, costs and expenses awarded against, incurred by or paid by the company as a result of or in connection with:
(a)breach of any warranty given by the supplier in relation to the goods or the breach of any of these conditions;
(b)any claim that the goods infringe the patent, copyright, design, trade mark or other intellectual property rights of any other person except to the extent that the claim arises from clients with any specification supplied by the company;
(c)any act or omission of the supplier or its employees, agents or sub-contractors in supplying, delivering and installing the goods.
8.2The supplier shall be liable for and shall indemnify the company against any claims, costs or proceedings resulting from the death or bodily injury howsoever such death or injury be caused to any person or damage to any property caused by the negligence of the supplier or its employees, agents or sub-contractors and in respect of loss of or damage to the property of any such persons, whilst in on or about the company’s premises or other places of business. The supplier shall arrange public liability insurance for a minimum indemnity of £5,000,000 in respect of any one claim or incident. Evidence of such insurance shall, if required, be supplied to the company by the supplier and such insurance shall in no event be cancelled during the term of this contract.
8.3The supplier shall be solely responsible for the health and safety of its employees, agents and sub-contractors whilst on the premises of the company and shall comply in all respects with the provisions of the Health and Safety at Work Act 1974 in the performance of its obligations under this order.
8.4The supplier will ensure that the goods do not contain asbestos materials.
8.5Except as otherwise expressly provided in this contract, to the maximum extent permitted by law the company shall not be liable to the supplier by way of indemnity or by reason of any breach of this contract or of any statutory duty or by reason of tort for any direct, punitive, exemplary, special, indirect or consequential loss or damages whatsoever suffered by the supplier.
9. Termination
9.1The company shall be entitled to cancel any order, in whole or in part, for goods under this order by giving 2 days notice in writing to the supplier of such cancellation. Upon any such cancellation, the company's sole liability shall be to pay to the supplier a sum not exceeding the price for the goods in respect of which the company has exercised its right of cancellation being a fair and reasonable amount for all work in progress or completed at the time of termination less the suppliers net saving of costs arising from cancellation and any resale value of such work in progress.
9.2The company shall be entitled to terminate this contract without liability to the supplier by giving notice to the supplier at any time if:
(a)the supplier is in material breach of any of its obligations under this order; or
(b)the supplier makes any voluntary arrangement with its creditors or becomes subject to an administration order or goes into receivership, bankruptcy or liquidation; or
(c)the supplier ceases or threatens to cease to carry on business; or
(d)the company reasonably apprehends that any of the events mentioned above may be about o occur in relation to the supplier and notifies the supplier accordingly.
10.Sub-Contracts
The supplier shall not assign or transfer to any other person any of its rights or sub-contract any of its obligations under this contract without the prior written consent of the company provided that the purchase of parts and materials normally purchased by the supplier or required by this order shall not be construed as sub-contracts. Any such consent shall not relieve the supplier of any obligation under this order.
11.Information
11.1The Supplier:
(a)shall not use any information for any purpose other than for the fulfilment of its obligations under this contract; and
(b)will keep any information it receives secret and confidential and will not disclose the same, other than to its directors, officers, and employees engaged in fulfilling the supplier’s obligations under this order.
11.2The supplier shall take all reasonable steps to ensure that the directors, officers, employees to whom it shall disclose any of the information in accordance with clause 11.1 shall not disclose the same or any part of that information to any unauthorised person.
11.3Upon the fulfilment, discharge or termination howsoever arising of this order, the supplier will return to the company any and all information.
11.4The company does not wish to receive from the supplier any information, which is confidential to the supplier and / or a third party. Hence the supplier agrees that any information disclosed by the supplier to the company, whether in tangible or intangible form and howsoever designated, shall be deemed non-confidential, unless stated otherwise in writing by the supplier, and may be used and may be used and disclosed freely by the company without restriction, subject only to the valid patents and copyrights of the supplier.
12. Waiver
No waiver by the company of any breach of this contract by the supplier shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.Force Majeure
13.1Neither party shall be under any liability for any delay loss or damage caused wholly or in part by act of god governmental restriction condition or control or by reason of any act done or not done pursuant to a trade dispute whether such disputes involves its employees or not by reason of any other act matter or thing beyond its reasonable control including failure by the other party to carry out the provisions of these conditions.
13.2In the event of an occurrence of a Force Majeure event, the supplier undertakes to;
(a)notify the company as soon as is reasonably possible, and
(b)undertake all reasonable endeavours to resume the prompt supply of the goods.
13.3The company shall be entitled to cancel any order, where the fulfilment of such order by the supplier been affected by such an event.
14.Legal
The contract shall be governed and interpreted exclusively according to the law of England and shall be subject to the jurisdiction of the English Courts only.
ISSUE 2 – SEPT 2007