TERMS & CONDITIONS OF PURCHASE FOR GOODS
No terms or conditions submitted at any time by the Supplier shall form any part of the Contract. In the event of a conflict between any of these Conditions and any specific term or condition (whether in the Contract or otherwise) referred to in the Purchase Order, the latter shall prevail.
1.1 In these Conditions:
"Contract" means the contract between the Purchaser and the Supplier consisting of the Purchase Order, these Conditions, and any other documents (or parts thereof) specified in the Purchase Order;
"Delivery means the date on which the Goods
Date" are to be delivered to the Purchaser, as specified in the Purchase Order
Address” means the delivery address as stated on the Purchase Order
"Goods" means any such goods supplied to the Purchaser by the Supplier pursuant to or in connection with the Purchase Order;
"Price" means the price of the Goods as specified in the Purchase Order;
"Purchaser" means Boss Stairs Limited, of 1 Chancel Road, Glebelands Park Leicester LE4 2WF
"Purchase means the document setting out the
Order" Purchaser's requirements for the Contract;
"Supplier" means the person, firm or company who is the supplier of the Goods named in the Purchase Order.
1.2 The headings in these Conditions are for convenience only and shall not affect its construction or interpretation.
2.1 These Conditions may only be varied with the written agreement of the Purchaser.
2.2 The Purchaser reserves the right by reasonable notice to the Supplier to vary the Goods detailed in the Purchase Order and any alteration to the Price or delivery date arising by reason of such modification shall be agreed between the parties and evidenced in writing.
2.3 The Contract shall become binding and these Conditions shall be deemed to have been accepted by the Supplier on the acceptance of the Purchase Order by the Supplier (either verbally or in writing) or on payment and encashment of the deposit paid by the Purchaser or on delivery of the Goods, whichever is the earlier.
3.1 The Supplier warrants and represents to the Purchaser that the Goods shall:
3.1.1 conform in all respects with any particulars or specification specified in the Purchase Order including any variations;
3.1.2 conform in all respects with the requirements of any statutes, orders, regulations or bye-
3.1.3 be of satisfactory quality and free from defects in materials and workmanship; and
3.1.4 be fit and sufficient for the purpose for which such goods are ordinarily used and for any particular purpose made known to the Supplier by the Purchaser and the Purchaser relies on the skill and judgement of the Supplier in the supply of the Goods and the execution of the Purchase Order.
4.1 The Supplier shall not increase the Price unless it is validly accepted by the Purchaser and agreed in writing before the execution of the Purchase Order.
4.2 Unless expressly agreed otherwise between the parties in writing, the Price shall be inclusive of all delivery and insurance costs, VAT and any other applicable sales taxes, duties or levies.
4.3 Unless otherwise agreed in writing by the Purchaser, the Supplier shall render a separate invoice in respect of each consignment of the Goods delivered under the Purchase Order. The Purchaser undertakes to pay correctly submitted invoices on the day of physical or electronic arrival at the nominated address of the Purchaser. Invoices for a 50% deposit shall be sent by the Supplier on receipt of the Purchase Order. Final Invoices for any balance due shall not be rendered by the Supplier until completion of delivery and installation of all the Goods which are the subject of the Purchase Order or of the consignment (as appropriate).
4.4 The Purchaser shall not be liable for any orders or amendments to orders other than those issued or confirmed on the official Purchase Order and shall not be responsible for the payment of the Price for Goods supplied in excess of those required by the Purchase Order.
4.5 No payment of or on account of the Price shall constitute any admission by the Purchaser as to proper performance by the Supplier of its obligations under the Contract.
5.1 The Goods shall be delivered to the place named on, and in accordance with, the Purchase Order.
5.2 Where any access to the premises is necessary in connection with delivery or installation, the Supplier and its sub-
5.3 The time and date of delivery shall be of the essence for the purposes of the Contract and failure to deliver by the Delivery Date shall enable the Purchaser (at its option) to release itself from any obligation to accept and pay for the Goods and/or to cancel all or part of the Goods under the Purchase Order, in either case without prejudice to its other rights and remedies.
6. OWNERSHIP AND RISK
Ownership and risk in the Goods shall without prejudice to any of the rights or remedies of the Purchaser (including the Purchaser's rights and remedies under Condition 8 below) shall pass to the Purchaser on delivery.
7. SUPPLIERS OBLIGATIONS, STATUS & LIABILITIES
7.1 The Supplier warrants, represents and undertakes that:
7.1.1 all services performed under this Contract shall be performed with all due skill and care, in a good and workmanlike manner and otherwise in line with best practice within its industry
7.1.2 the Supplier & all Personnel engaged by the supplier to fulfil the Contract will possess the qualifications, professional competence and experience to carry out such services in accordance with Best Industry Practice
7.1.3 it has full capacity and authority to enter into this Agreement and that it has or will obtain prior to the commencement of the services, any necessary licences, consents and permits required of it for the performance of the services.
7.1.4 Unless previously agreed in writing by a Director of Boss Stairs Limited, the Supplier, including all Supplier Personnel and anyone working for or with the Supplier in any capacity, hereby agrees not to enter into any contract or purchase order of any description, directly or indirectly with the Buyer’s third party customer or any persons employed, directly or indirectly by that Customer.
7.1.5 The Supplier shall provide the Buyer with such progress reports, evidence or other information concerning the services as may be requested by the Buyer from time to time.
7.1.6 It is expressly understood that neither the Supplier nor the Supplier Personnel have the authority to act as agent for the Buyer or to contract on the Buyer’s behalf.
7.1.7 The Supplier nor the Supplier Personnel shall at no time be deemed to be employed by the Buyer.
7.1.8 The Supplier shall be responsible for paying the Supplier Personnel and for making any deductions required by law in respect of income tax and National Insurance contributions or similar contributions relating to the provision of the services. The Supplier agrees to indemnify the Buyer in respect of any claims that may be made by the relevant authorities against the Buyer in respect of tax demands or National Insurance or similar contributions relating to the provision of the services by the Supplier.
7.1.9 The Supplier shall, and shall procure that the Supplier Personnel shall, comply with all applicable statutes, rules and regulations in providing the services, including all immigration and employment requirements imposed by any applicable jurisdiction, and the Supplier shall indemnify and hold harmless the Buyer from damages arising out of any failure to do so.
8. INSPECTION, REJECTION AND GUARANTEE
8.1 Nothing contained in these Conditions shall in any way detract from the Supplier's obligations under common law or statute or any express warranty or condition contained in the Purchase Order.
8.2 The Supplier shall permit the Purchaser or its authorised representatives to make any inspections or tests it may reasonably require in relation to the Goods and the Supplier shall afford all reasonable facilities and assistance free of charge at the Purchaser's premises. The Supplier shall make good any defects or deficiencies in the event of any failure (in the sole opinion of the Purchaser) to comply with the terms of the Purchase Order or the Contract. No failure to make a complaint at the time of such inspection or tests and no approval given during or after such tests or inspections shall constitute a waiver by the Purchaser of any rights or remedies in respect of the Goods.
8.3 The Purchaser may by written notice to the Supplier reject any of the Goods which fail to meet the requirements in the Contract. Such notice shall be given within a reasonable time after delivery to the Purchaser of the relevant Goods. If the Purchaser rejects any of the Goods pursuant to this Condition 8.3, the Supplier shall at the Purchaser's sole option (without prejudice to its other rights and remedies) either repair the defective Goods as quickly as possible within 30 days or (as the Purchaser shall elect in its sole discretion) replace the defective Goods with Goods which comply in all respects with the requirements under the Contract or refund to the Purchaser the Price in respect of the defective Goods.
8.4 The Supplier shall guarantee the Goods for a period of twenty four (24) months from installation. If the Purchaser shall, within such guarantee period or within thirty (30) days thereafter, give notice in writing to the Supplier of any defect in any of the Goods that have arisen during the guarantee period under proper and normal use, the Supplier shall (without prejudice to any of the Purchaser's other rights and remedies) as quickly as possible within 30 days remedy such defects (whether by repair or replacement as the Purchaser shall elect in its sole discretion) without cost to the Purchaser.
8.5 Any Goods rejected or returned by the Purchaser pursuant to this Condition 8 shall be returned to the Supplier at the Supplier's risk and expense.
9. INTELLECTUAL PROPERTY
9.1 Except to the extent that the Goods are supplied in accordance with designs provided by the Purchaser, it shall be a condition of the Purchase Order that none of the Goods will infringe any relevant building regulation, patent, trade mark, design right (whether registered or not), copyright or any other right in the nature of intellectual property of any third party and the Supplier shall indemnify and keep indemnified the Purchaser against all actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which the Purchaser may suffer or incur as a result of or in connection with any breach of this Condition 9.1.
11. HEALTH AND SAFETY
10.1 The Supplier represents and warrants to the Purchaser that the Supplier has satisfied itself that all necessary tests and examinations have been made or will be made prior to delivery of the Goods to ensure that the Goods are designed, manufactured, supplied and installed so as to be safe and without risk to the health or safety of persons using the same and fully compliant with UK Building Regulations.
10.2 In any event, the Supplier will comply with the duties imposed on it by the Health & Safety at Work etc Act 1974 or any amendment thereto and of all other statutory provisions, rules and regulations so far as they are applicable. The Supplier shall indemnify and keep indemnified the Purchaser against any and all actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which the Purchaser may suffer or incur as a result of or in connection with any breach of this Condition 11.
11. INDEMNITY AND INSURANCE
11.1 Without prejudice to any rights or remedies of the Purchaser (including the Purchaser's rights and remedies under Condition 8 above) the Supplier shall indemnify and keep indemnified the Purchaser against any and all actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which the Purchaser may suffer or incur as a result of or in connection with any damage to property or in respect of any injury (including death) to any person which may result directly or indirectly from any defect in the Goods or the negligence, acts or omissions of the Supplier or any of its employees, agents or sub-
11.2 The Supplier shall take out and maintain with a reputable insurance company a policy or policies of insurance that are normal for contracts of this nature and covering all the matters which are the subject of indemnities under these Conditions.
11.3 The Supplier shall at the request of the Purchaser produce the relevant policy or policies together with receipts or other evidence of payment of the latest premium.
11.4 The Supplier shall be liable under the provisions of the Contract (including Condition 11.1) whether or not it complies with the insurance provisions in this Condition.
11.5 Nothing in these Conditions or the Contract shall exclude or limit the liability of either party for death or personal injury caused by its negligence or for fraudulent misrepresentation.
12.1 The Supplier shall and shall procure that its staff shall keep secret and do not disclose any information of a confidential nature obtained by reason of the Contract except information which is in the public domain otherwise than as required to be by reason of a breach of this Condition 13 or disclosed by law.
13.1 In the event of a material breach of the Contract by either party, the non-
13.2 The Purchaser may terminate the Contract with immediate effect by notice in writing to the Supplier if at any time:-
13.2.1 the Supplier passes a resolution that it be wound-
13.2.2 a receiver, liquidator, administrator, supervisor or administrative receiver be appointed in respect of the Supplier's property, assets or any part thereof;
13.2.3 the court orders that the Supplier be wound-
13.2.4 the Supplier is unable to pay its debts in accordance with Section 123 of the Insolvency Act 1986;
13.2.5 the Supplier (being an individual or partnership) is declared or adjudicated bankrupt or enters into any arrangement or composition with its creditors.
13.3 Nothing in this Condition 13 shall affect the coming into, or continuance in force of any provision of the Contract which is expressly or by implication intended to come into force or continue in force upon termination of the Contract.
14. ASSIGNMENT AND SUB-
14.1 The Supplier shall not without the prior written consent of the Purchaser assign or transfer the benefit or burden of the Contract.
14.2 No sub-
14.3 Where the Purchaser enters a sub-
Any notices to be given under the Contract shall be delivered personally or sent by email transmission to Peter Nicholson at firstname.lastname@example.org (in the case of the Purchaser) or to the address set out in the Purchase Order (in the case of the Supplier). Any such notice shall be deemed to be served, if delivered personally, at the time of delivery, or, if sent by email transmission, 12 hours after proper transmission.
16. THIRD PARTY RIGHTS
The Contract is not intended to create any rights of any kind whatsoever enforceable by any person who is not a party to the Contract, including any rights enforceable under the Contracts (Rights of Third Parties) Act 1999.
If any provision under this Contract is or becomes unenforceable, such provision shall not take effect and shall be deemed to be severed from the remainder of the Contract to the extent that the remainder of the Contract and the unaffected part of the provision shall continue to be fully enforceable.
No delay or omission by the Purchaser in exercising any of its rights under the Contract shall constitute a waiver of that right and any partial exercise of any such right shall not prevent any future exercise of the right.
19. LAW AND JURISDICTION
The Contract and any dispute arising under or in any way connected with the subject matter of the Contract (whether of a contractual or tortious nature or otherwise) shall be governed by and interpreted in accordance with English Law and the parties submit to the jurisdiction of the English courts only except that the Purchaser may seek injunctive relief outside such jurisdiction.
Copyright of BOSS Stairs Limited 2018