Terms & Conditions of Purchase
Note that all supplier’s Terms & Conditions of Sale will be overridden by these Terms & Conditions of Purchase.
1. DEFINITIONS AND FORMATION OF CONTRACT
1.1. DEFINITIONS
1.1.1. The “Company”: means Jackson & Kelly Ltd.
1.1.2. “Conditions”: means the Terms & Conditions of Purchase set out herein:
1.1.3. “Contract”: means a contract for the supply of Goods and/or Services to the Company formed in accordance with condition 1.2:
1.1.4. “Goods”: means goods, materials or items supplied by the Supplier to the Company pursuant to a Contract or Purchase Order:
1.1.5. “Purchasing Agreement”: means an agreement between the supplier and the Company pursuant to which a supplier has agreed to
supply goods or services as and when requested by the Company:
1.1.6. “Purchasing Authority”: means such a person as shall have been duly authorised by the Company to sign a Contract or Purchase Order or any variations thereto:
1.1.7. “Purchase Order”: means a written request on a Company official Purchase Order issued by the Company to supply Goods or Services to the Company:
1.1.8. “Services”: means services of any description provided by the supplier to the Company pursuant to a Purchase Order:
1.1.9. “Supplier”: means the company or person to whom a Purchase Order for the supply of Goods or Services is addressed:
1.2. FORMATION OF A CONTRACT
1.2.1. The Company will be responsible for payment for Goods or Services only if ordered on an official Company Purchase Order or Purchase Order Schedule form.
1.2.2. A Contract means: (i) a contract formed on acceptance of a Purchase Order by the supplier: or (ii) a contract made upon issue of a
Purchase Schedule pursuant to a Purchasing Agreement: or (iii) a contract for purchase where payment is made by Credit Card.
1.2.3. A Contract shall be governed only by the Conditions save to the extent that, any amendment to or variation of the Conditions is
expressly agreed in writing by a Purchasing Authority.
1.2.4. It shall be the responsibility of the supplier to ensure that any person claiming to have Purchasing Authority is duly authorised.
1.2.5. Delivery of the Goods or commencement of the performance of the service shall be deemed conclusive acceptance by the supplier of the contract and its conditions. No other terms or conditions, including any terms or conditions endorsed upon, delivered with, or
referred to in any invoice, acceptance or acknowledgement of order or other document delivered by the supplier to the Company nor
any previous correspondence shall form part of a Contract and any such terms or conditions shall not be deemed to constitute a
counter offer.
1.2.6. Where a Purchase Schedule is issued pursuant to a Purchasing Agreement between the Company and the supplier, the Purchase
Schedule shall be deemed to be accepted as soon as it has been received by the supplier (the Purchasing Agreement being deemed to
constitute an irrevocable standing offer valid for the term specific therein which is accepted by the Purchase Schedule). In the event of
any conflict between any of the Conditions and the Purchasing Agreement, the terms of the Purchasing Agreement shall prevail.
2. GENERAL
2.1. PRICE
2.1.1. Prices shall remain firm and fixed against upwards movements and shall not be subject to any increase or escalation whatsoever for the duration of the contract.
2.1.2. Unless otherwise stated in the Contract the price payable for Goods and Services shall be:
2.1.2.1. exclusive of value added tax (which shall be payable by the Company subject to receipt of a VAT invoice): and
2.1.2.2. inclusive of (i) all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the destination
specified in the Contract: and (ii) all duties, licences, permits and taxes (other than VAT) as may be payable in respect of Goods
or Services from time to time.
2.2. PAYMENT
2.2.1. Unless otherwise specified, BACS payment instructions for the Goods or Services shall normally be issued within 7 working days of the end of the month following the month of receipt of invoice.
2.2.2. Invoices will be included if rendered by 5th of the month following delivery of Goods or completion of performance of Services.
2.3. ASSIGNMENT AND SUB-CONTRACTING
Contracts are made with the supplier on the basis that the Goods will be supplied and/or the Services performed by the supplier and no
assignment or sub-contracting may be made without the prior written consent of the Purchasing Authority.
2.4. MATERIALS PROVIDED BY THE COMPANY
The supplier shall be fully responsible for any materials, equipment or other property belonging to the Company or for which the Company is responsible whilst in the supplier’s possession for any purpose connected with the contract and will promptly replace or repair, as required by the Company, at the suppliers own cost, any materials, equipment or other property lost or damaged by the supplier. The supplier will return such property immediately on request and will allow access to the Company personnel for the purpose of removing such property.
2.5. TERMINATION
2.5.1. The Company shall be entitled to terminate the Contract immediately upon notice and enter the supplier’s premises and remove any property belonging to the Company or for which the Company is responsible if:
2.5.1.1. there is a breach of term of the Contract by the supplier: or
2.5.1.2. if any distress or execution shall be levied on the supplier’s goods or if the supplier has a receiver, administrator, administrative
receiver or manager appointed over the whole or any part of its assets, becomes insolvent, compounds or makes any
agreements with its creditors or commits any act of bankruptcy or is wound up or goes into liquidation or if the supplier shall
suffer any analogous proceedings under foreign law.
2.5.2. Termination of the Contract shall be without prejudice to the accrued rights of the Company or the Supplier prior to the date of
termination.
2.6. PUBLICITY
The Supplier shall make no reference to the Company in its advertising, literature or correspondence without prior written agreement of the Purchasing Authority.
2.7. INDEMNITY & INSURANCE
2.7.1. The Supplier shall hold harmless and indemnify the Company against any liability, loss, cost expense, damage or injury in consequence of a defect in design (other than a design made or furnished by the Company), materials or workmanship or any breach by the Supplier of the Contract or any negligence, wilful default or wrongful act or omission of the supplier, its employees, sub-contractors or agents, save to the extent that such liability, loss cost expense, damage or injury is due to the negligence of the Company.
2.7.2. Unless otherwise stated in the Contract, the supplier shall arrange and maintain and the Supplier’s price shall be deemed to include the cost of all necessary insurances. In particular insurance must be effected for:
2.7.2.1. Public liability for not less than £2,000,000 for any one incident
2.7.2.2. Product liability for not less than £2,000,000 for any one incident
2.7.2.3. Employer’s liability insurance for a minimum limit of £10 million.
Evidence of these insurances, shall be produced upon request.
2.8. WARRANTIES AND GUARANTEE
2.8.1. The Supplier warrants that the design, construction and quality of any Goods (including packaging) manufactured or supplied by it and any Services provided comply in all respects with the requirements of any relevant statute, statutory instrument, order or regulation
which may be in force in the United Kingdom at the time when the same are supplied including without limitation the Health and Safety
Work etc.. Act 1974. Where Goods are stated in the Contract as being intended by the Company for supply as consumer goods, the
supplier warrants that the goods shall comply with the general safety requirement with the meaning set out in clause 10 of the
consumer protection Act 1987 and that each item for the Goods has attached or is accompanied by all appropriate instructions or
warnings in relation to the keeping, use consumption or disposal of the Goods.
2.8.2. The supplier warrants to the Company that the Services will be performed in a safe and workmanlike manner, in accordance with the best practice and with the degree of skill, care and diligence exercised by skilled and experienced contractors in the Supplier’s industry.
2.8.3. The Supplier warrants that the Goods and any parts and materials used in the performance of the Service shall be new and unused, shall conform to specification or sample, shall be suitable for their purpose or any specific purpose notified by the Company to the Supplier, shall be of sound materials and workmanship and shall be of satisfactory quality and free from any defects (latent or
otherwise). Further the Supplier warrants that all Services (including without limitation design work) undertaken and performed under
connection with a Contract shall be, in all respect, adequate and sufficient so as to ensure that the completed works are free from
defects in material and workmanship and suitable for purpose. The Supplier warrants that Goods supplied will be accompanied by all
appropriate instructions and documentation and will comply with and be properly marked in accordance with any regulations and
directives relating to CE markings.
2.8.4. The supplier shall at its own cost (including without limitation labour, dismantling, re-assembling, transport and other incidental costs)
immediately and without prejudice to any other right of the Company, at the Company’s discretion replace or repair any defective
Goods and remedy defects arising from or re-perform the Services, within 12 months after putting into service of the Goods or within
12 months after completion of performance of the service. If action to remedy such a defect or damage is not taken quickly and defect
or damage remedied within a reasonable time, the Company may proceed to do the work at the Supplier’s risk and expense.
2.8.5. If in the course of making good any defect pursuant to the provisions of this Condition 2.8 the Supplier repairs, modifies or replaces any part or material, the Supplier shall at its own cost replace at the Company’s discretion any of the parts or materials so repaired,
modified or replaced within a period of 12 months from the date of acceptance of such repair, modification or replacement.
2.8.6. If in the course of normal business, should the Company be called upon by a customer to remedy a defect, which it is found relates to a supplier’s component, the Company reserves the right to charge the supplier any labour costs relating to the repair of the Company
product.
2.8.7. The Supplier agrees to the assignment to any subsequent user or purchaser of any warranty or guarantee to which the Company is
entitled hereunder and the Supplier agrees to enter into any such documentation as may be necessary to achieve this.
2.8.8. The Supplier shall notify the Company prior to the supply of any Goods or use of any materials in the provision of Services, which are manufactured using or containing ozone-depleting substances.
2.9. LEGAL CONSTRUCTION
2.9.1. All Contracts, acceptances, correspondence, specifications and other documents shall be in English Language and shall be governed by and construed in accordance with English Law.
2.9.2. Headings to Conditions are for guidance only and do not form part of these Conditions.
2.9.3. References to all statutes, statutory instruments, Health and Safety Executive Guidance Notes, British Standards and Codes of Practice of any relevant Goods as regards the Goods being supplied hereunder shall be deemed to include all amendments or revisions thereto an re-enactments thereof as may be made from time to time.
2.10. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
2.10.1. All intellectual property rights including patents, trade marks, service marks, design rights (whether registered or unregistered),
copyright (including any future copyright), and any application for any of the foregoing, arising from work conducted or prepared by the
supplier for the Company shall belong to the Company, unless otherwise agreed in writing by the Company and the Supplier agrees at
the Company’s expense to execute all documents and do all such other things as may reasonably be required (i) to assign such rights to
the Company and (ii) to otherwise assist the Company in applying for and being granted such rights.
2.10.2. Property in all goods and materials (including without limitation, photographs, drawings, illustrations, film negatives, positives,
bromides, recordings, proofs, physical embodiments of computer programmes, tools and dies) supplied to the Supplier by or on behalf
of the Company, or prepared manufactured or procured by the Supplier specifically in connection with the performance of the Contract
for the Company shall belong to the Company and shall immediately upon the Company’s request handed over to the Company free of
charge and in good condition and no such goods or materials shall be disposed of without the prior consent of the Company.
2.10.3. All information and documents provided to the Supplier by the Company, or otherwise acquired by the Supplier relating to the
Company’s business or created or produced by or on behalf of the Supplier specifically for or in connection with the performance of the
Contract for the Company, shall be kept confidential by the Supplier and shall not be used by the Supplier other than for the purpose of
the Contract without first obtaining the Company’s express consent in writing.
2.10.4. The provisions of Condition 2.10.3 above shall continue in force notwithstanding termination however caused or completion of the
Contract.
2.10.5. The provision of Conditions 2.10.3 above shall not apply to any information or document in the public domain or coming into the public domain other than through the default of the Supplier.
2.10.6. Without prejudice to Condition 2.10.3 above, if the supplier assigns or sub-contracts any part of the Contract to any person, the
Supplier shall ensure that such person agrees to be bound by these Conditions 2.10.1 to 2.10.4 as though a party to the Contract and
the Supplier shall indemnify the Company against any consequences of the Suppliers failing to do so, including any claim made by such
person which it could not if it were party to the Contract.
2.10.7. Unless specifically released in writing by the Company from doing so, the Supplier warrants that the sale or use of the Goods and the performance of the Service to be supplied do not infringe any intellectual property rights, including patents, designs (whether
registered or not) copyright, trade and service marks (whether registered or unregistered), and undertakes to indemnify the Company
against all royalties or licence fees (to the extent not specifically provided for) and against all damages, losses or costs suffered by the
Company in respect of any breach of this warranty. The Supplier will give the Company all such support and assistance as the Company
reasonable requires in defending a claim that the Goods and Services infringe an intellectual property right. If it should come to the
Company’s knowledge that a claim may arise under warranty, the Company reserves the right to terminate the Contract forthwith on
written notice and without any liability.
2.11. SPECIAL TOOLS, JIGS OR FIXTURES
2.11.1. Where Tooling, Jigs or Fixtures are designed, prepared or produced specifically for the Company, such items shall become the property of the Company. They shall not be used for any other person (legal or otherwise) or corporation and shall not be stripped, altered or destroyed without prior written consent of the Company. The Company reserves the right to require the Supplier to transfer such items to third parties nominated by the Company in the event that the Company deems it necessary.
2.11.2. Where a supplier states, part tool cost, title of the tooling shall pass to Steelplan Kitchens Ltd upon payment of the invoice for that tool.
2.12. DELIVERY AND PERFORMANCE
2.12.1. The Goods shall be delivered by the Supplier and Services performed by the Supplier as specified in the Contract. Each separate pack and group of packs comprising a separate unit shall be clearly indelibly marked.
2.12.2. The delivery date stated on the purchase order is of the essence of the contract.
2.12.3. Delivery of the Goods shall take place when the Goods reach the destination specified in the Contract and the delivery note
accompanying the delivery has been signed by an authorised signatory of the Company. If the supplier fails to deliver Goods or
complete performance of the Services by a specified date, the Company shall have the right without prejudice to any other remedy it
may have to:
2.12.3.1. For all additional costs and expenses incurred and/or
2.12.3.2. Terminate the contract forthwith and/or
2.12.3.3. Be indemnified in accordance with Condition 2.7
3. ADDITIONAL PROVISIONS FOR THE SUPPLY OF GOODS
3.1. DELIVERY INSPECTION AND REJECTION
3.1.1. The Company’s staff or nominees shall have the right at all reasonable times to enter the Suppliers works, or those of its subcontractors for the purpose of expediting work-in-progress and for enabling inspection and where appropriate rejection of goods prior
to delivery.
3.1.2. The Supplier shall comply with the inspection and/or testing requirements stated in the Contract. The supplier shall advise the
Company at least seven days in advance when any Goods will be ready for inspection. Inspection by the Company at any time or
signature of a release note shall not relieve the Supplier of responsibility or liability for the Goods and shall not imply acceptance
thereof. the Company shall be entitled to waive inspection at any point of manufacture, without prejudice to its right to reject the
Goods after delivery.
3.1.3. All Goods shall be supplied subject (but without obligation on the Company) to inspection and testing by the Company on delivery. The Company shall be entitled at any time within two weeks of Goods being put into operation or use, or within two months of delivery,
which ever is the longer, or if the Contact is not completed to the Company’s reasonable satisfaction, to accept or, at the suppliers
expense, to reject the Goods (including, at its sole discretion, a complete consignment of Goods) in the event that a consignment or
instalment contains Goods which are not in accordance with Condition2.8.
3.1.4. Without prejudice to Condition 3.1.7 the Supplier shall immediately, upon receiving notice thereof from the Company, repair or
replace, free of charge, at the option of the Company, Goods damaged in transit and replace Goods lost in transit and delivery of such
Goods shall not be deemed to have taken place until replacement or repaired Goods have been supplied by the Supplier to the
Company.
3.1.5. The supplier shall comply with all packaging specifications issued by the Company from time to time and the majority of all packaging supplied by the Supplier shall be recoverable and recyclable and the Supplier shall, if requested by the Company, collect from the Company free of charge all packaging supplied with any Goods or materials used in connection with any Service provided.
3.1.6. Information and advice regarding the transportation, storage, operation or use of the Goods together with notice of potential hazards, safety precautions to be taken and data sheets, shall be provided to the Company delivery point, before delivery unless otherwise agreed.
3.1.7. Rejection of the Goods pursuant to this Condition 3.1 shall entitle the Company without prejudice to any other rights it may have to do all or any of the following acts:
3.1.7.1. to advise the Supplier that the Goods are held for collection by the Supplier and to obtain the supplies from a third party and to
be reimbursed by the Supplier for all additional costs and expenses incurred in which event property in the Goods shall re-pass
to the Supplier when the Supplier has fully reimbursed the Company with all moneys which have been paid by the Company in
respect of Goods: or
3.1.7.2. require the Supplier to repair or replace the Goods at the Supplier’s expense so that the Goods shall conform in all respects with
Condition 2.8 and the Supplier shall use its best endeavours to ensure such repairs are carried out or replacement goods
supplied expeditiously. In the event that Goods are repaired or replaced such Goods shall carry the benefit of a guarantee of 12
months in accordance with Condition 2.8: and
3.1.7.3. refuse to accept any further deliveries on instalments of the Goods.
3.2. ORIGIN AND TEST CERTIFICATES.
The Company reserves the right to call for all certificates of raw materials and test certificates for materials and equipment at any stage of manufacture. Such certificates must clearly state the Company’s Purchase Order number and also any item or equipment number.
3.3. STORAGE
If, for any reason the Company is unable to accept delivery of Goods at the time specified in the Contract, the Supplier shall, if requested by the Company store the Goods, insure and maintain them in satisfactory condition. If the supplier is required to store the Goods for a period of more than three months the Company shall reimburse the supplier for the agreed reasonable costs of such storage actually incurred in excess of three months.
3.4. TITLE AND RISK
3.4.1. Title to all or any part of the Goods shall pass to the Company on the earlier of:
3.4.1.1. identification or allocation of such Goods to the Contract:
3.4.1.2. payment for such Goods: or
3.4.1.3. delivery of such Goods
3.4.2. Risk in all or any part of the Goods shall be with the Supplier and shall only pass to the Company on acceptance of such Goods.
3.4.3. Where title to all or any part of the Goods has passed to the Company but the Goods remain the possession of the supplier, the
Supplier shall clearly label the Goods as the property of the Company and store the Goods separately from all other Goods.
4. ADDITIONAL PROVISIONS FOR SUPPLY OF SERVICES
4.1. The Supplier shall be responsible for the safe keeping of all property belonging to it or within its control including, without limitation, plant, equipment, tools and documents and the supplier shall perform the Services to ensure that all such property is handled and stored in such a manner so that it does not cause injury, loss or death to persons or loss or damage to property.
4.2. The Supplier shall ensure that all tools and equipment used in connection with the Services are properly maintained and are in good working order and repair and are accompanied by all necessary certificates and records.
4.3. The Supplier shall be responsible for ensuring at its own cost that all personnel engaged in the Services are supplied with and wear all safety gear and protective clothing appropriate to the Services to be provided.
4.4. The supplier shall not use any tools, equipment or other property belonging to or within the control of the Company without the written consent of the Company. In the event that the Supplier uses such property, the Supplier will be responsible for its use and safekeeping.
4.5. If under the terms of the Contract the Suppliers employees are required to work on an the Company site the following will apply:
4.5.1. Materials used or to be used are at the Suppliers risk until completion of the Contract and acceptance of the work.
4.5.2. The Supplier must at all times abide by the Company’s Rules and Regulations at the Company sites details of which will be made
available by the responsible Manager of the site concerned. A permit to work must be obtained from the Company prior to
commencement of any work on site. Particular attention must be paid to the site safety rules, “No Smoking” requirements and other
warning signs.
4.5.3. The Supplier and its employees shall attend such safety training as may be required by the Company.
4.5.4. The Company shall have the right to request the removal of any individual working at a the Company site without giving a reason.
4.5.5. The Supplier shall when required by the Company’s site engineer or nominated representative, carry away excavated and other
unwanted material arising from the execution of any works by the Supplier and shall from time to time, as work progresses remove all
surplus materials debris, rubbish, temporary erections etc. and shall on completion, leave the site clear and tidy to the Company’s
satisfaction. These duties shall be performed at the Suppliers cost. Without prejudice to any other Conditions in carrying out these
duties the supplier shall comply with the provisions of the Environmental Protection Act 1990 and the Environmental Protection (Duty
of Care) Regulations 1991 and warrants that it is properly licensed and registered to transport and store controlled and special waste.
Terms & Conditions of Sale
1. GENERAL
In these Conditions of sale, the “Company” means Jackson & Kelly Ltd. The “goods” means anything of whatsoever nature sold by the company; the “Purchaser” means the immediate purchaser of the goods from the Company. These Conditions of Sale shall apply to and form part of every contract entered into by the Company. All orders are accepted and executed on the understanding that the Purchaser is bound by these Conditions of Sale. Where there is any inconsistency between these Conditions of Sale and any conditions that the Purchaser seeks to impose, these Conditions of Sale shall prevail. No contract of sale shall come into being unless and until the Purchaser has accepted these Conditions of Sale either expressly or by implication. “Writing” includes facsimile transmission, e-mail and comparable means of communication. THE PURCHASER’S ATTENTION IS DRAWN IN PARTICULAR TO THE CLAUSES HEREOF WHICH EXCLUDE OR LIMIT THE COMPANY’S LIABILITY AND THOSE WHICH REQUIRE THE PURCHASER TO INDEMNIFY THE SELLER IN CERTAIN CIRCUMSTANCES.
2. LIMITS OF CONTRACT
2.1. The contract includes only such goods, accessories and work or services as are specified in the quotation or acknowledgement accompanying these Conditions of Sale.
2.2. Any advise or recommendation given by the Company or its employees or agents to the purchaser or its employees or agents as to the storage, application or use of the goods which is not confirmed in writing by the Company and is followed or acted upon entirely at the
purchaser’s own risk the Company shall not be liable for any such advice or recommendation which is not so confirmed.
3. PRICES
3.1. The price payable for goods or services shall unless otherwise stated by the Company in writing be the price of the Company current at the date of despatch or execution and in the case of an order for delivery or execution by instalments the price payable for each instalment shall be the price of the Company current at the date of such instalment.
3.2. Unless otherwise expressly stated to be firm for a period the Company’s prices are subject to variation to take account of variations in costs. The Company accordingly reserves the right to adjust the invoice price without notice by the amount of any increase or decrease in such costs after the price is quoted.
3.3. All prices are exclusive of Value Added Tax and this will be charged at the applicable rate and recoverable as part of the price by the Company.
4. PAYMENT
4.1. Unless otherwise agreed in writing, payment is due, for Purchaser’s who have an agreed credit account, by the last day of the month following that of dispatch of the goods or provision of services.
4.2. Where the contract is to be or may be fulfilled in separate instalments, deliveries or part, payment for each instalment, delivery or part shall be made as if the same constituted a separate contract.
4.3. Time for payment shall be of the essence of the contract.
4.4. Without prejudice to any other rights it may have the Company is entitled to charge interest at 4% above the current base rate of National Westminster Bank plc on overdue payments of the price of the goods or the price of any instalment or partial delivery thereof.
4.5. Additionally and without prejudice to its other rights the Company shall be entitled to recover all direct expenses reasonably incurred by the Company in collecting or attempting to collect amounts of the price outstanding or arising from any breach of contract by the purchaser including, but not limited to, all legal costs and disbursements on a full indemnity basis.
4.6. If the Purchaser fails to make any payment when due in accordance with these Conditions of Sale, the Company reserves the right in its absolute discretion and without prejudice to any of its rights or remedies to suspend all further deliveries or provision of service until such payment has been made in full or at the Company’s option, to cancel the balance of the order. In either case the Company shall hold the Purchaser liable for costs incurred in respect of goods and services in course of manufacture, ready for despatch or resources allocated to the contract.
4.7. The Company shall be entitled to bring an action for the price or part thereof whether or not the property in the goods has passed.
4.8. The Purchaser shall make all payments hereunder in full, without deduction, set-off or counterclaim whatsoever from or against the same except as required by law and regardless of any delays in delivery or performance or any corrections or adjustments that may be necessary to the goods.
4.9. In the event that any remedial or repair works are required to either goods or installation works then these works shall not hold up the entire value of payment due to the company. In this event 10% may be withheld until completion of the works and 90% must be paid as due. The 90% will then be due regardless of completion of the remedial works.
5. CREDIT
Any contract shall be subject to the Company being satisfied as to the Purchaser’s credit references, and without prejudice to the generality of the foregoing, the Company may (in its absolute discretion), refrain from manufacturing the goods or allocating any resources until such time as the Purchaser tenders the purchase money to the Company together with any outstanding amounts which may be due to the Company on any account whatsoever.
6. CARRIAGE
The cost of delivery of goods to the mainland of Great Britain shall be included in the contract price unless otherwise noted on a quotation.
Jackson & Kelly Ltd Page 2 Terms & Conditions of Sale
7. PACKING
Where it is necessary to despatch goods in crates, cases, pallets, stillages or skids or other such packing, a charge will be made for this. Unless otherwise specified this amount will be credited in full on the return, within one month, of such crates, skids, stillages and pallets etc. in good conditions carriage paid. No charge is made for any other form of packaging and no credit will be allowed for its return.
8. LOSS OR DAMAGE IN TRANSIT
The Company shall repair or replace free of charge goods damaged or lost in transit provided that the Company is given written notification of such damage or non delivery within 24 hours after receipt of the goods. Notwithstanding the above undertaking, the Company will only consider claims for alleged shortages if they are received within 24 hours of the receipt of the goods by the Purchaser together with sufficient information to enable
the Company properly to identify the shortage including the Delivery Note number, case number and condition of case.
9. SAMPLES
Any samples submitted by the Company or at the Purchaser’s request must be returned within ninety days of receipt and the Company shall be entitled to charge for them if they are not so returned.
10. DELIVERY
10.1. All times or dates for delivery of the goods or execution of the service are given in good faith but are approximate only and shall not be of the essence of the contract.
10.2. All times or dates shall be calculated from the date of acceptance by the Company of the order of the Purchaser, or from the date of receipt by the Company from the Purchaser of all information, instructions and drawings as shall be necessary to enable the Company to carry out the contract, whichever shall be the later.
10.3. Unless otherwise stated in writing the Company shall be entitled to make partial deliveries of the goods.
10.4. The Company shall not be liable in any way whatsoever for the consequences of any reasonable delay in delivery or in the carrying out of any work under the contract. Reasonable delay shall be considered to be three months or longer if due to a third party not providing goods or services to the Company on which the Company had relied.
10.5. In the event of goods being faulty or mistakenly manufactured but in good faith, the Company shall again be entitled to rely on clauses 10.1,
10.2, 10.3 & 10.4.
10.6. All goods are delivered by a third party courier. Signature of receipt of the goods on their docket denotes acceptance and receipt of all goods
listed on our separate delivery note that accompanies the goods. Any discrepancies must be advised within 24 hours of signing for the goods.
No claims for damage or incomplete delivery will be accepted after this time.
11. VARIATIONS
11.1.1. The Company shall be under no obligation to alter or vary any part of the contract or any work connected therewith. Any alteration to or addition to or amendment or other variation of the specification, including any increase or decrease in the quantity of the goods or
any alteration to any drawings, or to the quality, performance, weight or measurements of any goods or any alteration or variation of
advised schedules, shall, if requested by the Purchaser, be subject to the agreement of the Company, with such alteration or addition to
the price and to dates or schedules as may be required by the Company, and shall not be binding upon the Company unless and until
accepted and agreed in writing by authorised representatives of the Company and Purchaser.
11.1.2. In the event of any variation or suspension of the work by the Purchaser’s instructions or lack of instructions the Company shall be entitled to adjust the contract price to reflect costs involved, and to adjust delivery dates or schedules.
12. STORAGE
It is a condition of the Contract that the Purchaser will give the Company adequate instructions for the delivery of the goods within fourteen days of being notified by the Company that the goods are ready for delivery. If the Purchaser fails to give instructions for delivering the goods within that period, the Company may exercise either of the following rights without prejudice to any other right or remedy available to the Company:
12.1. Treat the failure to give instructions for delivery of the goods as a repudiation of the contract and terminate the contract with immediate
effect; in that case the Company may also do any or all of the following:
12.1.1. dispose of the goods as it thinks fit;
12.1.2. retain all payments made by the Purchaser prior to termination;
12.1.3. recover damages from the Purchaser in respect of (a) the costs of storing the goods, and (b) the costs of arranging for their disposal and (c) any other losses as a result of the Purchaser’s breach or as a result of termination of the contract;
12.2. Arrange for the storage of the goods; in that case:
12.2.1. the goods shall be at the Purchaser’s risk as regards all loss or damage;
12.2.2. the Purchaser will be responsible for the costs of storing the goods and will reimburse the Company all expenses incurred in connection
with such storage;
12.2.3. the Purchaser will pay the Company a reasonable sum for its services in connection with he storage of the goods;
12.2.4. the Company shall be entitled to invoice and be paid for the goods as though the goods had been duly delivered in accordance with the terms and conditions of sale.
13. PERFORMANCE
Any performance figures given by the Company are based on its experience and are such as the Company expects to obtain under the conditions of its standard tests at its works.
14. INSPECTION AND TESTS
The Company’s products are carefully inspected, and , where practicable submitted to its standard tests at the Company’s works before despatch. If tests other than those specified or tests in the presence of the Purchaser or its representatives are required, these will be charged for. In the event of any delay on the Purchaser’s part in attending tests after the Purchaser has received 7 days notice that the Company is ready to perform the tests, the tests will proceed in the Purchaser’s absence and the Purchaser accordingly agrees herein to accept and pay for such tests as if they had been performed in the Purchaser’s presence.
15. DESCRIPTIVE MATTER AND ILLUSTRATIONS
All descriptions and illustrations and particulars of weights and dimensions issued by the Company in catalogues, price lists, advertising matter and forwarding specification are by way of general descriptions and approximate only, and shall not form part of any contract or give rise to any liability on the part of the Company. It is the policy of the Company to endeavour to develop and improve its products, and accordingly the Company reserves the right to change all specifications without prior notification or public announcement pursuant to such policy. Provided that nothing in this Clause shall oblige the Purchaser to accept goods which do not reasonably comply with the contract.
16. DRAWINGS
16.1. If the goods being supplied by the Company are based upon drawings supplied by others then the Company will not be responsible for any
additional or change of goods required (and any delays that may ensue) if the drawing proves to be inaccurate to the final room dimensions. The Company cannot guarantee that any additional or changed goods required under these circumstances can be delivered along with the rest of the goods.
16.2. Our design service is based upon supplying plan drawings only. Any additional drawings (such as elevations) are available at commercial rates and a quotation for these can be provided.
16.3. All designs/layouts provided by the Company should be endorsed by site contractors to ensure they fit into the built area and that there are no site obstacles either in situ or planned that would result in the design/layout not working.
16.4. Any drawings supplied by us are indicative only and are not accurate representations of actual products to be supplied. For accurate details
(such as exact appliance dimensions) please request full technical specifications and/or M&E specifications.
17. WARRANTY
17.1. The Company will make good by repair, or at the Company’s option by the supply of a replacement, defects which, under proper storage and use appear in the goods within the period of twelve calendar months after the goods have been delivered and arise solely from faulty design (other than design made or furnished by the Purchaser), material or workmanship.
17.2. The warranty given in this Clause is subject to the following provisos, namely:
17.2.1. that the Purchaser shall have followed all instructions issued by the Company in relation to the goods;
17.2.2. that in the case of defects which would have been reasonably apparent to the Purchaser on reasonable examination of the goods on delivery, the Purchaser shall notify the Company of the defects in writing within fourteen working days of delivery;
17.2.3. that in the case of any other defects, the Purchaser shall notify the Company of the defects in writing within seven working days of the date when the defect becomes apparent;
17.2.4. that where in discharge of its obligations under the Warranty given in this Clause the Company agrees that the Purchaser may
undertake any repair or remedial work on its behalf, the cost of such work shall be agreed in writing between the Purchaser and the
Company before the commencement of any such repair or remedial work.
17.3. All domestic rated appliances that are supplied for use within commercial/business premises or environments are not covered by the appliance manufacturers 1 year parts and labour warranty. The Purchaser should request clarification from the Company if it is unsure if any appliances being supplied within the contract fall into the category. In any event, all appliances must be registered with their manufacturer within 30 days of receipt.
18. PRODUCT LIABILITY
18.1. The Purchaser shall use all reasonable endeavours to ensure that the goods are operated in accordance with the instruction manual supplied with the goods and shall provide all relevant personnel with all necessary training in respect of the goods.
18.2. The Purchaser shall ensure that all warnings displayed on the goods or the packaging at the time of delivery shall not at any time be removed, defaced or otherwise obscured and further the Purchaser shall contractually pass such obligation to any third party recipient of the goods.
18.3. The Purchaser shall indemnify the Company against any loss suffered as a result of the Purchaser being in breach of any part of this term.
19. REJECTION
Unless otherwise agreed in writing, and subject to Clause 17 hereof (WARRANTY), goods rejected as not complying with the contract must be rejected within fourteen working days of delivery to the Purchaser’s premises or to such other place as the Purchaser shall have specified.
20. RETURN OF GOODS
In no circumstances may goods supplied against a firm order be returned without the Purchaser having first applied for and obtained the consent of the Company and an authorisation document. A handling charge may be deducted from any credit allowed by the Company where it is established that the reason for the return of goods was not the subject of Clause 17 hereof or due to any error on the part of the Company. Credit will not be given where the goods are in excess of six months past the invoice date.
21. CONSEQUENTIAL AND/OR DIRECT LOSS
Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Purchaser by reason of any representation or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any indirect, direct, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential or direct compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the Purchaser and in any event the entire liability of the Company under or in connection with the contract shall not exceed the price of the goods, except as expressly provided in these conditions.
22. PROTECTION OF INTELLECTUAL PROPERTY
The Purchaser will indemnify the Company against all damages, penalties, costs, losses and expenses suffered by the Company or for which it may become liable in respect of the infringement of any intellectual property including (but without limitation) any patent copyright registered design trade mark, trade name or know-how arising out of the Company’s manufacture of goods in accordance with any specification design drawings or other data supplied by the Purchaser or its servants or agents. All drawings descriptions and other information submitted by the Company shall remain the property of the Company together with the copyright therein.
23. FORCE MAJEURE AND OTHER CIRCUMSTANCES
The Company shall be entitled without liability on its part and without prejudice to its other rights, to terminate the contract or any unfulfilled part
Terms & Conditions of Sale thereof, or at its option to suspend or make partial completion or extend the time or times for delivery or execution of service, if the manufacture of the goods or provision of service by the Company or the Company’s suppliers, or the delivery of the goods or the performance by the Company of any of its obligations under the contract is hindered or delayed whether directly or indirectly by reason of the Purchaser failing to furnish necessary instructions or information, or by war or other hostilities, civil commotion, act of God, government action or legislation, interruption of transport,
strike, lock out or other form of industrial action, accidents or stoppages to works, shortage of labour, materials equipment fuel or power,
breakdown of machinery or any other cause whatsoever beyond the reasonable control of the Company or its sub-contractors, whether or not such cause exists at the date of the order.
24. PASSING OF RISK AND RETENTION OF PROPERTY
24.1. The risk in the goods shall pass to the Purchaser immediately on delivery of the goods to the Purchaser.
24.2. In spite of delivery having been made property in the goods shall not pass from the Company until:
24.2.1. the Purchaser shall have paid the price plus value added tax in full and the Company has received in cash or cleared funds payment in full; and
24.2.2. no other sums whatever shall be due from the Purchaser to the Company.
24.3. Until property in the goods passes to the Purchaser in accordance with Clause 24.1 the Purchaser shall hold the goods and each of them on a
fiduciary basis as bailee and agent for the Company. The Purchaser shall store, protect and insure the goods (at no cost to the Company)
separately from all other goods in its possession and marked in such a way that they are clearly identified as the Company’s property.
24.4. Notwithstanding that the goods (or any of them) remain the property of the Company the Purchaser may sell or use the goods in the ordinary course of the Purchaser’s business at full market value for the account of the Company. Any such sale or dealing shall be a sale or use of the Company’s property by the Purchaser on the Purchaser’s own behalf and the Purchaser shall deal as principal when making such sales or dealings. Until property in the goods passes from the Company the entire proceeds of sale or otherwise of the goods shall be held in trust for the Company and shall not be mixed with other money or paid into an overdrawn bank account and shall be at all material times identified as the Company’s money.
24.5. The Company shall be entitled to recover the price (plus VAT) notwithstanding that property in any of the goods has not passed from the Company.
24.6. Until such time as property in the goods passes to the Purchaser from the Company the Purchaser shall upon request deliver up such of the goods as have not ceased to be in existence or resold to the Company. If the Purchaser fails to do so the Company may enter upon any premises owned, occupied or controlled by the Purchaser or any third party where the goods are situated and repossess the goods.
24.7. The Purchaser shall not pledge or in any way charge by way of security for any indebtedness any of the goods which are the property of the Company. Without prejudice to the other rights of the Company, if the Purchaser does so all sums whatever owing by the Purchaser to the Company shall forthwith become due and payable without prejudice to any other right or remedy of the Company.
24.8. The Purchaser shall insure and keep insured the goods to the full price against ALL RISKS to the reasonable satisfaction of the Company until the date that property in the goods passes from the Company, and shall whenever requested by the Company produce a copy of the policy of insurance. Without prejudice to the other rights of the Company, if the Purchaser fails to do so all sums whatever owing by the Purchaser to the Company shall forthwith become due and payable.
24.9. The Purchaser shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985
Part VII as amended. Without prejudice to the other rights of the Company, if the Purchaser fails to do so all sums whatever owing by the
Purchaser to the Company shall forthwith become due and payable.
24.10. The Company shall be entitled to apply payments received from the Purchaser in satisfaction of whichever invoice or part thereof as the Company shall in its absolute discretion decide and shall be entitled to vary such application as many times as it shall desire until such time as all sums owing by the Purchaser to the Company have been paid.
25. BREACH OR INSOLVENCY
In the event of the Purchaser committing any breach of the contract, or if any distress or execution is levied upon the Purchaser, his goods or assets of the Purchaser, or if the Purchaser enters into any negotiations or arrangement or composition with the Purchaser’s creditors or commits any act of bankruptcy or becomes bankrupt, or if being a corporate body, the Purchaser shall be wound up or if any resolution is proposed or petition presented to Wind Up the Purchaser (not being a members voluntary winding up for the purpose of reconstruction or amalgamation without insolvency), or if a receiver or administrator of the Purchaser’s assets or undertaking or any part thereof shall be appointed or if the Purchaser shall be deemed to be unable to pay its debts or ceases or threatens to cease to carry on business, the Company shall be entitled, without prejudice to any other claim or right or remedy which it may have, forthwith to suspend any or all deliveries until the default has been made good or to terminate all or any part of the contract and any unexecuted contract with the Purchaser.
26. ENGLISH LAW
All contracts to which these Conditions of Sale apply shall be governed by and construed in accordance with English Law and the Purchaser irrevocably submits to the exclusive jurisdiction of the English Courts.
27. NO WAIVER
In no event shall any delay, failure or omission on the part of the Company in enforcing or pursuing any right power privilege claim or remedy, which is conferred by these terms and conditions or arises under the contract, or arises from any breach by the other party of any of its obligations hereunder be deemed to be or construed as:
27.1. a waiver thereof, or of any other such right power privilege claim or remedy, or
27.2. operate so as to bar the enforcement or exercise thereof, or of any such right power privilege claim or remedy, in any other instance at any time or times thereafter.
28. DELEGATION AND ASSIGNMENT
The Company may delegate its performance under the contract and may assign any of its rights or benefits there under.
29. NOTICES
Any notice required to be given under the contract shall be deemed to be served in the following circumstances:
29.1. if sent by pre-paid first class post to the party to whom it is given at its last known address, in which case it shall be effective on the 3rd day after posting;
29.2. if sent by fax to the recipient’s fax number or by email, in which case it shall be effective on the next working day after transmission.