STANDARD TERMS AND CONDITIONS OF ORDER
Exclusion of conditions of supplier
These terms and conditions shall apply to this order and where there is any difference between these conditions and those stated by the supplier in any quotation or acknowledgement of this order, these terms shall prevail.
1. Delivery of the goods specified in this order shall be an acceptance of these conditions.
2. The price for the goods shall be that specified in the quotation given by the supplier. No increase in that price shall apply unless it has been agreed in writing by us.
Terms of Payment
3. Payment shall be made at the end of the month following the month of delivery of a valid invoice by the supplier claiming payment for the goods. Invoices will be invalid if they are dated or despatched before the goods have been received and accepted.
4. The goods shall be delivered at the expense and risk of the supplier. All goods shall be properly packaged in accordance with the specifications (if any) or if no specification is given, shall be packaged so as to protect the goods from damage. An advice note shall accompany each delivery. The advice note shall clearly identify the delivery with this order. The supplier shall replace, free of charge, goods that are damaged or lost in transit.
5. The time for delivery is of the essence for this order. In the event that any delay in delivery is anticipated by the supplier, the supplier shall notify us at the earliest possible time. In the event of delay we may, without prejudice to any other remedies available to us:
(a) Cancel the order in whole or in part without penalty or liability of any kind.
(b) Require the supplier to compensate us for the losses we may suffer.
6. The supplier warrants that it has, or will have prior to delivery, title to the goods free from all claims, liens and encumbrances and that title to the goods shall pass to us on delivery.
7. All castings must be accompanied by Phase diagrams and Spectrometer and microscopy readings. Failure to supply same
will result in rejection of the goods and collection of such will be the responsibility of the supplier.
8. It is recognised by the parties that in the event that any of the goods, which the supplier is required to supply to us under the contract, being not delivered at the time required under the contract, we will suffer loss and damage thereby.
It is further recognised that all such loss or damage will, having regard to the purposes for which those items are being supplied, either be impossible to quantify comprehensively in financial terms or that it will be complex, difficult and expensive to do so and that thel loss and damage from delayed delivery does not admit of precise proof or calculation.
Accordingly, it is hereby agreed, but without prejudice to any other rights of ours under the contract, that in the event of such delay in delivery in relation to each item:-
(a)The supplier shall be liable to pay to us by way of liquidated damages a sum amounting to £2.50 for each item for each completed day of such failure in delivery up to a maximum of 95% of the total value of such items.
(b)The goods shall be delivered in accordance with the delivery schedule detailed in the order.
(c)The delivery shall be deemed to have occurred on the date of signed receipt by us.
(d)Any shortfall in any one batch is firstly to be made good from the items drawn from the subsequent batch, before the latter quantity is itself assessed for the purposes of calculating Liquidated Damages.
(e)That the agreement under this condition shall be irrevocable in the absence of agreement in writing between the supplier and us to vary the provision.
(f)That the said sum(s) represent(s) a reasonable pre-estimate of the loss or damage likely to have been sustained by us in the event of such failure in delivery,
The provisions of this Condition are, as stated, without prejudice to any other rights of the ours under the contract and in particular those under our Standard Conditions of Order. Accordingly, liquidated damages shall be payable hereunder in respect of any material period during which the contract subsists, notwithstanding its ultimate determination under any other condition.
No payment or concession to the supplier by us or other act or omission of ours shall in any way affect our rights to recover the said liquidated damages or be deemed to be a waiver of our right to recover such damages unless a waiver has been expressly stated in writing by us.
9. Without prejudice to any right that may be given to us by statute, we shall have the right exercisable at our discretion to reject either at the time of delivery or within a reasonable time thereafter the whole or any part of any delivery which is not:
(a) In accordance with the specification or the sample upon which the order was based.
(b) Is late in delivery.
Goods shall not be deemed to have been accepted by us where the advice of delivery is endorsed “unexamined” or with words having like meaning. Goods rejected shall be returned to the supplier at the supplier’s expense and risk.
10. In addition to all other rights given to us by statute or otherwise, the supplier warrants:
(a) that the goods are free from any defect or damage and comply with all relevant statutory and other regulatory requirements.
(b) that the supplier will repair or replace at the expense of the supplier any defect in any goods reported within a period of one year from the date of delivery. “Defect” includes any failures to comply with the specification of the goods ordered, where no specification is given, any faulty design, faulty materials or workmanship and where we have made known to the supplier the purpose for which we have ordered the goods, any unfitness for that purpose.
We agree that the warranty hereby given shall not apply if the defect or failure in the goods is caused or contributed to by any action by us or any one acting for us with our authority.
Liability for injury or damage
11. The supplier will indemnify and keep us indemnified in respect of any loss, cost, expense and liability caused to us or to third parties to whom we will be liable which arises out of, or is related to, any injury or damage resulting from defects in design, manufacture, material or workmanship for which the supplier is responsible. Provided the supplier shall have no liability under this Clause where:
(a) The injury or damage is due to the use of the goods in a manner or for a purpose for which they were not designed, or
(b) The injury or damage is caused by the negligence of the purchaser or of some third party other than a servant employee, agent or subcontractor of the supplier.
The supplier warrants that he has obtained and will maintain adequate insurance in respect of his liabilities under this clause.
12. Any failure by us to require at any time full performance of any of these terms shall in no manner affect our right to enforce the same at a later date.
13. Any notice given shall be given in writing and sent wither by hand, first class post or facsimile transmission. Notice shall be sent, in the case of a notice to the supplier, to its registered office or to the address stated in this order and in case of a notice to us, at the address stated in this order. Notices sent by post shall be deemed, unless the contrary can be proved, to have been delivered on the first working day after posting. Letters sent by facsimile transmission shall be deemed to have been received on the day of transmission.
14. This order shall be governed by the law of England with exclusive jurisdiction to the courts of England.