Terms and Conditions of Purchase
INTERPRETATION
In this summary of key terms and conditions the following definitions shall apply:
“Buyer” means Conveyor Systems Ltd (CSL)
“BSTCP” means Buyer’s Standard Terms and Conditions of Purchase
“Contract” the contract between the Supplier and the Buyer for the purchase of
goods and/or services, incorporating the BSTCP;
“Order” the Buyer’s written instruction to buy the goods and/or services from
the Supplier which incorporates the BSTCP; and
“Supplier” any person, firm or company that sells its goods and/or services to the
Buyer.
1 THE CONTRACT
1.1 The Contract will be on the Buyer’s BSTCP to the exclusion of any other terms and conditions. A full copy of the BSTCP is available on request. By accepting an OPO (“Official Purchase Order”) the Supplier acknowledges that he has read, understood and accepted the BSTCP. The Supplier’s terms and conditions shall not apply to the Contract.
1.2 Each Order for goods and services that the Buyer makes is only an offer by the Buyer to buy subject to the BSTCP and no Order shall be accepted until the Supplier accepts the Order either expressly by giving the Buyer written notice of acceptance, or impliedly by fulfilling the Order, in whole or in part. The Buyer will not be responsible for goods supplied to the Buyer or services rendered to the Buyer unless covered by an official purchase order or occasionally by a verbal order. The Supplier must refer to the OPO number allocated by the Buyer on the Order in all correspondence, invoices and delivery notes enclosed with the goods.
SUMMARY OF BUYER’S KEY TERMS AND CONDITIONS
Notwithstanding the foregoing, the Supplier’s attention is drawn to the following key terms and conditions.
2 PRICE
2.1 The price of the goods and services shall be stated in the Order and unless otherwise so stated shall be exclusive of any value added tax but inclusive of all other charges. The Supplier cannot charge the Buyer for materials or work done or services performed additional to that stated in the Order or increase the price for the goods and services without the Buyer’s prior written consent.
2.2 The Buyer is entitled to any discount for prompt payment, bulk purchase or volume of purchase which the Supplier customarily grants, whether or not shown on the Supplier’s terms of sale.
3 PAYMENT
3.1 The Buyer shall pay the price of the goods and services within 30 days (or as otherwise agreed in conjunction with a specific project contract) after the Buyer receives the Supplier’s invoice or, if later, after the Buyer accepts the goods or the Supplier performs the services. Invoices must be submitted by email to [email protected] within 7 days of receipt of the goods or services to which it relates. Unless otherwise instructed by the Buyer, invoices must be submitted by email to the email address notified by the Buyer on account set up. The seller must quote the PO number and all other relevant information. Failure to comply with the provisions of this clause 4.1 will result in delayed processing of an invoice, invoice being rejected and delayed payment. Failure to comply with this clause 4.1 will incur the following administration charges which will be deducted from the value of the relevant invoice:
3.2 The time for payment of the price shall not be of the essence.
3.3 Without prejudice to any other right or remedy, the Buyer reserves the right to withhold, deduct or set off any amount owing at any time from the Supplier to Buyer or claimed from the Supplier by the Buyer against any amount payable by the Buyer to the Supplier under the Contract.
3.4 Unless otherwise agreed in writing by the Buyer, the Supplier shall have no right to charge interest or any other additional sum on any account outstanding with the Buyer. The Supplier is not entitled to suspend deliveries of the goods or performance of the services as a result of any sums being outstanding.
4 RISK AND OWNERSHIP
4.1 The goods shall remain at the Supplier’s risk until delivery is complete (including offloading and stacking) when (without prejudice to the Buyer’s right to
reject the goods under Condition 5) ownership of the goods shall pass to the Buyer.
4.2 The Supplier will be responsible for and insure against loss or damage to the full value of any of the Buyer’s or the Buyer’s customers’ drawings, specifications and other items during the time that they are in the Supplier’s possession or in transit to or from the Buyer’s premises or to any other destination in the UK which the Buyer requests. The Supplier shall also maintain product and public liability insurance of no less than £5,000,000 (five million pounds sterling) per claim or series of connected claims to cover all insurable liability incurred by the Supplier under the BSTCP and shall if the Buyer asks the Supplier to, provide the Buyer with evidence of the insurance and payment of premiums.
4.3 In the case of services to be performed by the Supplier on land or premises owned, occupied or specified by the Buyer any materials supplied in connection with those services shall be at the Supplier’s sole risk and responsibility until completion of the services.
5 INDEMNITY
5.1 The Supplier shall indemnify the Buyer and the buyer’s client in full against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill, loss of opportunity, loss of data, loss of use, loss of contracts, loss of expected savings, interruption to the Buyer’s or buyers clients business), damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Buyer/buyers client as a result of or in connection with:
5.1.1 defective workmanship, quality or materials;
5.1.2 breach of any warranty given by the Supplier in relation to the goods and/or the services;
5.1.3 an infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or supply of the goods; and
5.1.4 any claim made against the Buyer/buyer’s client in respect of any liability, loss, damage, injury, cost or expense sustained by the Buyer’s/buyer’s clients employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the goods and/or the provision of the services as a consequence of the Supplier’s direct or indirect breach or negligent performance.
6 THE BUYER’S PROPERTY
Materials, equipment, tools, tooling, dies, moulds, copyright, design rights and all other forms of intellectual property rights in all drawings, tooling, specifications and data supplied by the Buyer to the Supplier or, if not so supplied, used by the Supplier specifically in the manufacture of the goods shall at all times be and remain the Buyer’s exclusive property but shall be held by the Supplier in safe custody at its own risk and maintained and kept in good condition by the Supplier until returned to the Buyer and shall not be disposed of other than in accordance with the Buyer’s written instructions, nor shall such items be used otherwise than as authorised by the Buyer in writing.
7 TERMINATION
7.1 The Buyer shall have the right to cancel the Order and therefore terminate the Contract in whole or in part by giving the Supplier notice at any time
before delivery or performance. The Supplier shall then immediately stop all work on the Contract and the Buyer shall pay the Supplier a fair and reasonable compensation for work in progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.
7.2 The termination of the Contract, however arising, will not affect the Buyer’s other rights and duties accrued prior to termination. The Conditions which expressly or impliedly have effect after
7.3 If the supplier is in breech The buyer has the right to a full refund and termination of contract if the goods or services supplied, partially supplied or expected to be supplied to not met.
7.4 The buyer shall have the right at any time by giving the supplier written notice, to terminate the Contract immediately if:
a. The supplier makes any voluntary arrangement with their creditors or become subject to an administration order or documents are filed with a court of competent jurisdiction for the appointment of an administrator or notice of intention to appoint an administrator is given by the other Party or their directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986, as amended) or the other Party becomes bankrupt or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);
b. An encumbrancer takes possession, or a receiver is appointed, of any of the supplier’s property or assets;
c. The supplier ceases or threatens to cease, to carry on business;
d. The supplier shall suffer any analogous proceedings under foreign law;
e. If the supplier is in breech of any of its obligations under the contract and does not remedy the breech within 30 days of being notified in writing by the company, the company may terminate the contract without prejudice to its rights and without liability to the supplier;
f. Current standards and legislation are not met
g. Are not fit for purpose or meet the required specification
h. Pose a safety risk to the installation engineers, buyers/ buyers clients employees or visitors
i. If the completion of the goods is not to be till after the documented required by date.
8 CONFIDENTIALITY
8.1 The Supplier shall hold as confidential all information, details, specifications, drawings and any other matters relating to goods or services to be supplied in anyway whatsoever and shall not disclose the same or any of the same to any other persons except such his employees and permitted sub-contractors and suppliers as may be necessary for the performance of his obligations under the contract. All documents and drawings containing such information and copies thereof shall upon completion of the contract, or its termination for any reason, be returned to the Company.
9 Assignment
9.1 The contract may not be assigned or sub-contracted by the Supplier without the consent of the Company in writing.
10 Variation
10.1 No variations to the contract can be made by either party without agreement in writing from the other party.
11 Law
11.1 These terms and any contract made in accordance with them will be subject to and constructed in accordance to English Law and the Company and Supplier hereby submit to the exclusive jurisdiction of the English courts.
