These conditions shall apply to all our orders. Any qualifications of these Conditions by you or any other Conditions which you seek to impose will be inapplicable unless expressly accepted in writing by us. Any delivery against this order must be accompanied by an Advice and/or Packing Note quoting the order number. If your invoice does not quote our order number payment will be subject to delay.
The expression “goods” includes all chattels, other than things in action and money. Where the contract is for supply of services, and the context permits, the expression “services” shall be substituted for “goods” herein.
All goods supplied against our drawings must be marked with our drawing number except where such number cannot be incorporated. Packages containing goods supplied against out-drawings, part numbers or catalogues must be marked with the appropriate reference
Prices shall remain firm as quoted by you for the whole of this order and shall not be subject to variation unless we have been given 28 days notice in writing of the variation and it has been accepted in writing by us. If we do not accept the variation we shall be entitled to cancel the whole or part of any order.
The period agreed for payment shall not begin to run until the goods have been accepted by us and we have received a correctly drawn invoice quoting the order number.
6. PACKAGING MATERIALS
Packing cases, skids, drums and other packing materials are to be supplied free of charge. Empties will be returned at your expense upon request but we can accept no liability for their return in safe condition. Returnable containers must be stencilled with your name and address together with an addressed reversible label.
Time shall be deemed to be of the essence of the contract. The goods must be delivered not later than the required delivery dates. We shall be under no obligation to accept delivery of goods before or after required delivery date. Should we agree to accept early delivery we shall be entitled to withhold payment in respect of such deliveries until the required delivery date. The property in the goods shall pass on delivery at the place specified on the order as agreed without prejudice to any right of rejection or other right which might accrue to us or may have accrued to us under these conditions or otherwise.
Our representatives shall have the right to progress and inspect all goods at your works and the works of your sub-contractors at all reasonable times and to reject goods that do not comply with the terms of the contract. Any inspection checking approval or acceptance given on our behalf shall not relieve you or your sub-contractors from any obligation under the contract.
The goods will be subject to goods may be returned to you at your expense. We will advise you of any rejects, and thereafter all risks on the rejected goods revert to you. If not collected by you within a reasonable time, we shall have the right to levy a reasonable storage charge, but shall not be liable for any loss or damage.
Subject to our production requirements we reserve the right to rectify goods supplied which do not satisfy our order requirements and to deduct from your invoice the value of the work carried out in such rectification.
Additionally, we reserve the right to reject any goods not in accordance with our order requirements and to seek an alternative source of the goods. Any additional costs incurred by us in obtaining goods from an alternative source may be recharged to you.
9. DEFECTS AFTER DELIVERY
All goods supplied by you under this order shall be in accordance with the contract. You will make good by repair or at your option by the supply of a replacement, defects which, under reasonable use, appear within a period of 15 months from the date of delivery to us, free of charge.
10. LOSS OR DAMAGE IN TRANSIT
We will advise you and the carrier (if any) in writing, otherwise then by qualified signature on any delivery not of any loss or damage within the following time limits:
(i)Partial loss, damage, or non-delivery of any separate part of a consignment shall be advised within 7 days of date of delivery of the consignment or part consignment.
(i)Non-delivery of whole consignment shall be advised within 21 days of despatch. You will make goods free of charge to us any loss of or damage to or defect in the goods where notice is given by us in compliance with this condition provided that we shall not in any event claim damages in respect of loss of profits.
11. PROPRIETARY RIGHTS
You will indemnify us against any claim of infringement of proprietary rights by use or sale within the United Kingdom of any article or material supplied by you to us and against all costs and damages which we may incur in any action for such infringement or for which we may become liable in any such action; provided always that this indemnity shall not apply to any infringement which is due to your having a design instruction furnished or given by us or to the use of such article or material in a manner or for a purpose not specified by us disclosed to you, or to any infringement by which is due to the use of such article or material in association or combination with any other article or material not supplied by you. We will give you immediate notice of any claim and permit you to defend the same and to conduct litigation that may ensue and negotiation for a settlement of the claim. We on our part warrant that any design or proprietary rights in execution of the order.
Tools, gauges, dies, jigs, fixtures, patterns or drawings (hereafter called the tools) specially made by you for the purpose of this order and paid by us, whether in whole or in part, or supplied by us to you for the purpose of this order shall be used solely for the manufacture of goods exclusively to our order and not for any other purpose of any other customer. Any such tools shall be kept by you in good order and repair and you shall where they are not already our sole property grant to us the right to acquire these or any one or more of them where they are specially made by you on payment of the written down value thereof as appearing in your books at the date we exercise our rights in such event you will give us credit for our proportion of any payment made towards the original cost of purchase or manufacture. Tools supplied by us to you shall remain our property and be returned by you immediately on request.
The terms of this order must be strictly complied notwithstanding that may have on an earlier occasions waived our rights under these conditions.
14. SET OFF
Without forfeiting any right we may have to cash and/ or other discounts we reserve the right to offset any sum owing to you, against any sum owing to us, but only where the latter is overdue for payment.
15. FORCE MAJEURE
If a delivery by you or the acceptance by us of a delivery, is delayed or prevented because the manufacture of the goods or delivery to Buyer’s works by usual route has been or is being prevented or hindered by circumstances beyond your reasonable control including any form of Government intervention, strikes and lockouts relevant to the contract. Breakdown of plant, delays by sub-contractors (but only where such delays were beyond reasonable control of the sub-contractor concerned), such delivery shall be suspended, and if can not be made within a reasonable time after the due date, the delivery may be cancelled in writing by wither party or at our request you will arrange for storage and the reasonable cost of such storage shall be borne by us. Where more than one delivery is to be made against the order deliveries not cancelled will be resumed as soon as the circumstances causing the delay cease, but, except where both parties otherwise agree, the period during which deliveries are to be made will not be extended. We will pay you such as may be equitable in respect of work performed prior to cancellation.
16. ASSIGNMENT AND SUB-CONTRACTING
Neither this order, nor any part of it, shall be assigned or sub-contracted without our consent in writing. Any such consent shall not relieve you of any obligation to comply with these Conditions of Purchase.
You warrant that any descriptions will not be such as will cause us to contravene the provisions of the Trade Descriptions Act, 1968, if the goods are subsequently sold by us under that description.
18. FREE ISSUE
Full responsibility must be accepted for our property sent over on a free issue basis which must be insured against loss or damage. In addition where free issue components are supplied to you directly by one of our sub-contractors in chargeable packing, the packing must be returned direct to the supplier with a copy Advice Note to our Bought Ledger Department.
All drawings specifications etc, supplied by us shall remain our property and the contents in them shall not be disclosed to any third party without our written permission.
20. LAW AND ARBITRATION
This contract shall be governed by English Law. Any dispute which the parties are unable to settle between them shall be submitted to arbitration by an arbitrator to be appointed by the Arbitration Court, London.