In this document the following words shall have the following meanings:
"Agreement" means these Terms and Conditions together with the terms of
any applicable Specification Document and any other document stated as
being part of the contract but, for the avoidance of doubt, excluding any
terms and conditions contained in any document issued by the Customer from
"Customer" means the organisation or person who purchases Goods and/ or
Service from the Supplier;
"Goods" means the goods being supplied by the Supplier to the Customer
under these Terms and Conditions
"Intellectual Property Rights" means all patents, registered and
unregistered designs, copyright, trademarks, know-how and all other forms of
intellectual property (including all designs, illustrations, drawings, plans and
computations) in each case whether registered or unregistered wherever in
the world enforceable and including all applications for and renewals or
extensions of such rights and all similar or equivalent rights or forms of
"Service" means the Service being supplied by the Supplier to the Customer
under these terms and conditions;
"Specification Document" means a statement of work, quotation,
Supplier's Sales Order Acknowledgement or other similar document provided
by the Supplier to the Customer describing the Goods and/ or Service to be
provided by the Supplier;
"Supplier" means Pressure Tech Limited, Unit 24, Graphite Way, Hadfield,
Glossop, Derbyshire, SK13 1QH, UK or from such other registered office from
These Terms and Conditions and any amendments or additions stated in the
Specification Document shall apply to all contracts for the supply of Goods
and/ or Service to the exclusion of any other terms that the Customer seeks
to impose or incorporate, or which are implied by trade, custom, practice or
course of dealing at any time. To the extent that any amendments or
additions so made conflict with the Agreement, the amendments or additions
shall take precedence.
Before the commencement of the Service the Supplier shall submit to the
Customer a Specification Document which shall specify the Goods and Service
to be supplied and the price payable. The Customer shall immediately notify
the Supplier if the Customer does not agree with the contents of the
Specification Document. All Specification Documents shall be subject to these
Terms and Conditions.
The Supplier shall use all reasonable endeavours to complete the Service
within estimated timeframes, but time shall not be of the essence in the
performance of any Service.
Any quotation given by the Supplier shall not constitute an offer and, unless
previously withdrawn, is only valid for a period of 30 days from its date of
A purchase order constitutes an offer by the Customer to purchase the Goods
and/ or Service in accordance with these Terms and Conditions. The order
shall only be deemed accepted when the Supplier issues written acceptance of
the order in the form of the Supplier's Sales Order Acknowledgement, at
which point the contract shall come into existence.
Orders for Goods may be cancelled only with the written consent of the
Supplier. No consent will be given where Goods which have to be made
especially or which are not normally held in stock or where manufacturing of
or the process of obtaining such Goods has commenced.
For the purposes of this Agreement, a Force Majeure Event includes but is not
limited to, acts of God, strikes, lock outs, or other industrial disputes (whether
involving the workforce of the Supplier or any third party), fire, flood, storm or
other accidents, war, riot, civil commotion, malicious damage, compliance
with any law or governmental order, rule, regulation or direction, the act or
omission of government, breakdown of plant or machinery, failure of a utility
Service or transport network, or the delay or failure in manufacture,
production, or supply by third parties of equipment or Service.
The Supplier undertakes to take reasonable steps to overcome difficulties
arising from a Force Majeure Event. However, the Supplier shall not be liable
to the Customer as a result of any delay or failure to perform its obligations
under this Agreement as a result of a Force Majeure Event.
If the Force Majeure Event prevents, frustrates or impedes the Supplier from
fulfilling its obligations for more than 12 weeks, then either party shall,
without limiting its other rights or remedies, have the right to terminate this
Agreement immediately by giving written notice to the other party.
Price and Payment
The prices for the supply of Goods and Service shall be set out in the
Specification Document. Unless stated to the contrary, prices are exclusive
of VAT, packaging, insurance and transportation of the Goods. The
Supplier shall invoice the Customer on the date of despatch of the Goods.
The Supplier reserves the right to vary the price of the Goods and/ or
Service without notice to the Customer any time before despatch.
All invoices are payable strictly within 30 days after the date of invoice,
unless stated otherwise in the Specification Document or otherwise agreed
in writing or provided below:
the Supplier reserves the right to demand payment on other terms
where the Customer has failed to make payments on time;
new Customers shall pay on pro-forma unless the Supplier notifies
them that an acceptable credit rating and bank references have been
Time for payment in cleared funds shall be of the essence of the
Agreement. The Supplier shall be entitled to charge interest on overdue
invoices from the date when payment becomes due until the date of
payment at a rate of 4 per cent per annum in excess of the base lending
rate of the Bank of England from time-to-time.
In the event that the Customer's procedures require that an invoice be
submitted against a purchase order to payment, the Customer shall be
responsible for issuing such purchase order before the Goods and Service
are supplied. The Customer accepts that any terms and conditions
contained within its purchase order shall not apply to vary the Agreement.
The Supplier may deliver the Goods by instalments which shall be invoiced
and paid for separately. Each instalment shall constitute a separate
contract. Any delay in delivery or defect in an instalment shall not entitle
the Customer to cancel any other instalment.
Any increase in Value Added Tax or any similar taxes, levies or duties at
the date of actual supply of the Goods and/ or Service shall be added to
the prices stated in the Specification Document.
If the Goods to be supplied are exported and if the rate of exchange
between the £ Sterling and the currency of the country to which the Goods
are to be exported changes between the date of invoice and the date on
which the entire purchase price (or in the event of payment by instalment
any instalment) becomes payable, the Supplier shall be entitled reasonably
to increase the price of the Goods concerned.
The Supplier may make a search of any new Customer with a credit
reference agency which will keep a record of that search and will share
that information with other businesses. The Supplier may also make
enquiries about the principal directors with a credit reference agency.
The Customer shall pay all amounts due under the Agreement in full
without any deduction, discount, set-off or abatement except as required
by law and the Customer shall not be entitled to assert any credit, set-off
or counterclaim against the Supplier in order to justify withholding payment
of any such amount in whole or in part.
The Supplier may, without limiting its other rights or remedies, set-off any
amount owing to it by the Customer against any amount payable by the
Supplier to the Customer.
Specification, Selecting and Testing of the Goods
All specifications, descriptions, drawings and other particulars contained in
any catalogue, price list or other marketing materials issued by the Supplier
are approximate only and do not form part of any contract.
All Goods are sold subject to the reasonable availability to the Supplier of
material. The Supplier reserves the right without notice to substitute
materials, components and units other than those mentioned in the
Specification Document or elsewhere in the Agreement.
Final product selection is ultimately the Customer's responsibility. The
Supplier makes no representation, warranty or recommendation to the
Customer as to the suitability of any product for any particular use. It is the
responsibility of the Customer to ascertain the product's suitability for each
Any product testing to be carried out in the presence of the Customer or
his representative shall require prior agreement with the Supplier. The
Supplier reserves the right to charge the Customer for any agreed product
Delivery, Carriage and Transit
The Supplier shall use reasonable endeavours to meet any delivery date
notified to the Customer, however any delivery date is approximate and
given for information only. Time for delivery shall not be of the essence.
Failure by the Company to comply with a stated delivery date shall not
constitute a breach of contract and shall not entitle the Customer to treat
the contract as terminated or to any other remedy against the Company.
All risks in the Goods including risks in the supply of Goods, shall pass on
the delivery to the Customer (where delivery is made by the Supplier) or
on the delivery to the Customer's agent or to any carrier who shall in each
case be deemed to be the Customer's agent/ carrier, whoever pays its
The Supplier shall deliver the Goods to the location set out in the Specification
Document or such other location as the parties may agree in writing from
The Supplier will only entertain a claim by the Customer in respect of loss or
damage in transit if the Supplier has effected delivery directly, rather than via
a courier or the Customer's agent.
Goods will be despatched by the most convenient means, usually the
quickest. All Goods are priced Ex-Works plus packaging and carriage. Goods
to be exported are subject to carriage charges as extra. Express and urgent
deliveries at the specific request of the Customer may be subject to additional
The Supplier will despatch Goods with a Delivery Note. The Delivery Note will
show the date of the order, all relevant Customer and Supplier reference
numbers, the type and quantity of Goods and, if the order is being delivered
in instalments, the outstanding balance of the Goods remaining to be
delivered. The Customer should check and sign the Delivery Note at the time
If the Customer fails to accept or take delivery of the Goods, the Supplier shall
store the Goods at the Customer's risk. The Supplier shall be entitled to
charge the Customer for reasonable costs and expenses relating to any such
storage. If within 14 days of the Customer failing to accept or take delivery or
the Goods, the Customer has not collected them, the Supplier may resell part
or all of the Goods and charge the Customer for reasonable storage and
Legal and beneficial title in the Goods shall not pass to the Customer until the
Supplier has received payment in full in cleared funds for the Goods and any
other Goods which the Supplier has supplied to the Customer.
Until title to the Goods passes to the Customer, the Customer shall:
hold the Goods as bailee for the Supplier;
store or mark the Goods so that they can at all times be readily
identified as the property of the Supplier;
not remove, deface or obscure any identifying mark or packaging on or
relating to the Goods;
maintain the Goods in satisfactory condition and keep them insured
against all risks for their full price on the Supplier's behalf from the date
The Company may at any time before title passes and without any liability to
require the Customer to deliver up, at its own expense, the Goods; or
enter any premises owned or occupied by the Customer to recover the
Goods and the Customer will give all reasonable assistance to facilitate
the Supplier's access.
Supply of Service
The Supplier shall provide the Service to the Customer in accordance with the
Specification Document in all material respects.
The Supplier shall use all reasonable endeavours to meet any requested
performance dates, but any such dates shall be estimates only and time shall
not be of the essence for the performance of the Service.
The Supplier warrants to the Customer that the Service will be provided using
reasonable care and skill.
The Customer shall provide all reasonable co-operation to the Supplier in all
matters relating to the Goods and/ or Service and comply with such other
requirements as may be set out in the Specification Document or otherwise
agreed between the parties
The Customer shall be liable to compensate the Supplier for any reasonable
costs and expenses incurred by the Supplier directly or indirectly as a result of
the Customer's failure to comply with clause 9.1.
Without prejudice to any other rights to which the Supplier may be entitled, in
the event that the Customer unlawfully terminates or cancels a contract for
the supply of Goods or Service, the Customer shall pay to the Supplier as
agreed damages and not as a penalty the full amount of any third party costs
to which the Supplier has paid or is obliged to pay.
In the event that the Customer or any third party, not being a sub-contractor
of the Supplier, shall omit or commit anything which prevents or delays the
Supplier from undertaking or complying with any of its obligations under this
Agreement, then the Supplier shall notify the Customer as soon as possible
the Supplier shall have no liability in respect of any delay to the
completion of any project;
if applicable, the timetable for the project will be modified
the Supplier shall notify the Customer at the same time if it intends
to make any claim for additional costs.
Alterations to the Specification Document
Any alterations agreed between the parties in the scope of the Goods and/
or Service to be provided under this Agreement must be set out in a
revised Specification Document, which shall reflect the changed Goods
and/ or Service and price and any other terms agreed between the parties.
The Customer may at any time request alterations to the Specification
Document by written notice to the Supplier. On receipt of such written
notice the Supplier shall within 7 days (or such other period as may be
agreed between the parties) notify the Customer in writing of the effect of
such alterations, if any, on the price and any other terms already agreed
between the parties.
Where the Supplier gives written notice to the Customer agreeing to
perform any alterations on terms different to those already agreed
between the parties, the Customer shall, within 7 days of receipt of such
notice or such other period as may be agreed between the parties, advise
the Supplier by notice in writing whether or not it wishes the alterations to
Where the Supplier gives written notice to the Customer agreeing to
perform alterations on terms different to those already agreed between the
parties, and the Customer confirms in writing that it wishes the alterations
to proceed on those terms, the Specification Document shall be amended
to reflect such alterations and thereafter the Supplier shall perform this
Agreement upon the basis of such amended terms.
The Supplier warrants that:
on the date of delivery and for a period of 12 months thereafter
(Warranty Period) the Goods and all their component parts, where
conform in all material respects with their description in the
Specification Document; and
are free from any material defects in design, workmanship,
construction or materials,
the Service performed under this Agreement shall be performed
using reasonable skill and care, and of a quality conforming to
generally accepted industry standards and practices.
Subject to clause 11.3, if
the Supplier shall, at its option, repair or replace the defective Goods free
of charge, or refund the price paid for the defective Goods in full.
the Customer gives notice in writing during the Warranty Period
within 21 days of discovery that some or all of the Goods do not
comply with the warranty set out in clause 11.1;
the Supplier is given a reasonable opportunity of examining such
the Customer (if asked to do so by the Supplier) returns such Goods
to the Supplier's place of business at the Customer's cost,
The Supplier shall not be liable for the failure of the Goods to comply with
the warranty in clause 11.1 if:
the Customer makes any further use of such Goods after giving
notice to the Supplier in accordance with clause 11.2;
the defect arises because the Customer failed to follow the Supplier's
oral or written instructions as to the storage, installation, use or
maintenance of the Goods or (if there are none) good trade practice;
the defect arises as a result of the Supplier following any drawing,
design or specification supplied by the Customer;
the Customer alters or repairs such Goods without the prior written
consent of the Supplier;
the defect arises as a result of fair wear and tear, wilful damage,
negligence, or abnormal working conditions;
where any Goods the price of which is Ex-Works are lost or damaged
or deteriorate in transit.
The Supplier's warranty is invalidated if the Customer does not pay for the
Goods and/ or Service by the due date.
Except as expressly stated in this Agreement, all warranties whether
express or implied, by operation of law or otherwise, are hereby excluded
to the extent possible in relation to the Goods and Service to be provided
by the Supplier.
The terms of the Agreement shall apply to any repaired or replacement
Goods supplied by the Supplier under clause 11.2.
The Customer shall indemnify the Supplier against all liabilities, claims, costs
and expenses and damages which the Supplier may incur and which arise,
directly or indirectly, from the Customer's breach of any of its obligations
under this Agreement, including any claims brought against the Supplier
alleging that any Goods and/ or Service provided by the Supplier in
accordance with the Specification Document infringes a patent, copyright or
trade secret or other similar right of a third party.
Limitation of Liability
|THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE|
Nothing in these terms and conditions shall limit or exclude the Supplier's
death or personal injury caused by its negligence, or the negligence of
its employees, agents or subcontractors;
fraud or fraudulent misrepresentation;
breach of the terms implied by section 2 of the Supply of Goods and
Service Act 1982 and section 12 of the Sale of Goods Act 1979, in each
case in relation to title and quiet possession.
Subject to clause 13.1 the Supplier shall not be liable to the Customer, under
any circumstance, whether in contract, tort (including negligence), breach of
statutory duty, or otherwise
for any loss of profit, loss of business or loss of opportunity; or
for any indirect or consequential loss or damage arising under or in
connection with the Agreement
The Supplier has obtained insurance cover in respect of its own legal liability
for individual claims not exceeding £2 million per claim. The Supplier's total
liability to the Customer in respect of all other losses arising under or in
connection with this Agreement shall not exceed this amount. The Customer
is responsible for making its own arrangements for the insurance of any
Except as set out in this Agreement, all warranties, conditions and other terms
implied by statute or common law are, to the fullest extent permitted by law,
excluded from the Agreement.
This clause 13 shall survive termination of the Agreement
Without limiting its other rights or remedies, each party may terminate this
Agreement with immediate effect by giving written notice to the other party
|(a)||the other party commits a material breach of this Agreement and, in the
case of a breach capable of being remedied, fails to remedy it within 30
days of being given written notice from the other party to do so;
|(b)||the other party commits a material breach of this Agreement which
cannot be remedied under any circumstances;
|(c)||the other party passes a resolution for winding up (other than for the
purpose of solvent amalgamation or reconstruction), or a court of
competent jurisdiction makes an order to that effect;
|(d)||the other party ceases to carry on its business or substantially the whole
of its business; or
|(e)||the other party is declared insolvent, or convenes a meeting of or makes
or proposes to make any arrangement or composition with its creditors;
or a liquidator, receiver, administrative receiver, manager, trustee or
similar officer is appointed over any of its assets.
Without limiting its other rights or remedies, the Supplier may:
|(a)||terminate the Agreement with immediate effect by giving written notice
to the Customer if the Customer fails to pay any amount due under this
Agreement on the due date for payment; or
|(b)||suspend the supply of Service or all further deliveries of Goods under
the Agreement or any other contract between the Customer and the
Supplier if the Customer fails to pay any amount due under this
Agreement or any other contract between the Customer and the
Supplier on the due date for payment
On termination of the Agreement for any reason:
|(a)||the Customer shall immediately pay to the Supplier all of the Supplier's
outstanding unpaid invoices and interest;
|(b)||in respect of Service or Goods supplied but for which no invoice has yet
been submitted, the Supplier shall submit an invoice, which shall be
payable by the Customer immediately on receipt;
|(c)||the accrued rights and remedies of the parties as at termination shall
not be affected, including the right to claim damages in respect of any
breach of the Agreement which existed at or before the date of the
termination or expiry; and
|(d)||clauses which expressly or by implication have effect after
termination shall continue in full force and effect.
|15||Intellectual Property Rights
|15.1||All Intellectual Property Rights produced from or arising as a result of the
performance of this Agreement shall, so far as not already vested, become
the absolute property of the Supplier. The Customer shall do all that is
reasonably necessary to ensure that such rights vest in the Supplier by the
execution of appropriate instruments or the making of agreements with
|15.2||The Customer shall not copy, use or pass to a third party any Intellectual
Property Rights or documentation containing the Intellectual Property
Rights without the prior written consent of the Supplier.
|16.1||The Supplier and the Customer are contractors independent of each other,
and neither has the authority to bind the other to any third party or act in
any way as the representative of the other, unless otherwise expressly
agreed to in writing by both parties.
|16.2||The Supplier may, at its discretion, engage sub-contractors to provide all or
part of the Goods and/ or Service being provided to the Customer and such
engagement shall not relieve the Supplier of its obligations under this
Agreement or any applicable Specification Document.
|17||Assignment and Subcontracting|
|17.1||The Customer shall not assign, transfer, charge, subcontract, or deal with
in any other manner, its rights or obligations or delegate its duties under
this Agreement in whole or in part to any third party without the prior
written consent of the Supplier.
|18.1||If any provision or part thereof of this Agreement is held invalid, illegal or
unenforceable for any reason by any Court of competent jurisdiction or
other competent authority such provision or part thereof shall be severed
and deemed deleted and the remainder of the provisions herein shall
continue in full force and effect with the minimum modification necessary
to make it legal, valid and enforceable.
|19.1||A waiver of any right under this Agreement is only effective if it is in writing
and shall not be deemed to be a waiver of any subsequent breach or
default. No failure or delay either a party in exercising any right or remedy
under the agreement or by law shall constitute a waiver of that or any
other right or remedy, nor preclude or restrict its further exercise. No
single or partial exercise of such right or remedy shall preclude or restrict
the further exercise of that or any other right or remedy.
|20.1||Any notice or other communication to be given by either party to the other
in connection with this Agreement shall be in writing and may be served by
email, fax, personal Service or by pre-paid first class or recorded delivery
post to the address of the other party given in the Specification Document,
a party's registered office address or such other address as such party may
from time-to-time have communicated to the other in writing.
|20.2||If sent by email such notice shall unless the contrary is proved be deemed
to be received on the day it was sent, if sent by fax shall be deemed to be
served on receipt of an error free transmission report, if given by letter
shall be deemed to have been served at the time at which the letter was
delivered personally or if sent by pre-paid first class post or recorded
delivery shall be deemed to have been delivered on the second business
day after posting.
|21.1||This Agreement contains the entire agreement between the parties relating
to the subject matter and supersedes any previous agreements,
arrangements, undertakings or proposals, oral or written. Unless expressly
provided elsewhere in this Agreement, this Agreement may be varied only
by a document signed by both parties. The Customer acknowledges that it
has not relied on any statement, promise or representation made or given
by or on behalf of the Supplier which is not set out in this Agreement.
|22||No Third Parties|
|22.1||Nothing in this Agreement is intended to, nor shall it confer any rights on a
|23||Governing Law and Jurisdiction|
|23.1||This Agreement and any dispute or claim arising out of or in connection
with it or its subject matter or formation shall be governed by and
construed in accordance with English law and the English courts shall have
Terms and Conditions of Purchase
In this document the following words shall have the following meanings:
"Agreement" means these Terms and Conditions together with the terms of any applicable Purchase Order;
"Buyer" means Pressure Tech Limited, Unit 24, Graphite Way, Hadfield, Derbyshire, SK13 1QH, UK.
"Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other
forms of intellectual property wherever in the world enforceable;
"Purchase Order" means the standard Buyer document which includes or is attached to a statement of work describing the goods and/or
services to be provided by the Supplier and which provides a maximum value payable by the Buyer to the Supplier;
"Supplier" means the organisation or person who supplies goods and/or services to the Buyer;
"Supplier Personnel" means any employee or contractor supplied by the Supplier to provide services.
These Terms and Conditions shall apply to all contracts for the supply of goods and/or services by the Supplier pursuant to one or more
Where it is agreed that the Supplier shall supply goods and/or services, the goods and/or services to be supplied, the price payable and any
other special terms agreed between the parties shall be set out in the Purchase Order. All Purchase Orders shall be subject to these Terms
No changes or variations to these Terms and Conditions or any Purchase Order shall be effective unless agreed in writing between the
||Price and Payment|
||The price and any taxes and expenses for the goods and/or services shall be as specified in the Purchase Order.
An invoice shall be produced by the Supplier to the Buyer in accordance with the terms set out in the Purchase Order. The Buyer shall pay
for the goods and/or services at the end of the month following the month in which the goods and/or services are supplied or in which the
invoice is received, whichever is the later. In no circumstances shall the time for payment be of the essence of the Agreement.
The Buyer shall not be responsible for any expenses, charges or price other than those set out in the Purchase Order.
If the parties agree that the Supplier is to provide goods and/or services or resources in addition to those specified in a Purchase Order, then
such agreement will be reflected in a further Purchase Order, which will be deemed incorporated into this Agreement.
Once a Purchase Order has been agreed by the Buyer the prices for the goods and/or services are firm, fixed and valid for the duration of
the Contract and are deemed to include everything necessary to carry out the Contract.
The Supplier warrants and guarantees that all goods and materials supplied under this Agreement shall be free from any defects, patent or
latent, in material and workmanship, conform to applicable specifications and drawings and, to the extent that detailed designs were not
provided to the Buyer, will be free from design defects and in every aspect suitable for the purposes intended by the Buyer, as to which the
Supplier hereby acknowledges that it has had due notice. The approval by the Buyer of any designs provided by the Supplier shall not
relieve the Supplier of its obligations under any provision contained in this Clause.
The Supplier's obligations under this Clause shall extend to any defect or non-conformity arising or manifesting itself within 12 months from
Where there is a breach of the warranty contained in this Clause by the Supplier, the Buyer, without thereby waiving any rights or remedies
otherwise provided by law and/or elsewhere in this Agreement, may require the Supplier to repair or replace the defective goods at the
Supplier’s risk and expense or repay the price or part of the price relating to the defect to the Buyer.
Items repaired or replaced shall be subject to these Terms and Conditions in the same manner as those originally delivered under this
Agreement. If the Supplier refuses or fails promptly to repair or replace items when requested under this provision, the Buyer may itself, or
through an agent or sub-contractor, or otherwise, repair or replace any item itself and the Supplier agrees to reimburse the Buyer for any
costs or expenses incurred.
Delivery of the goods shall be made to such location as the Buyer shall direct. Carriage shall be paid for by the Supplier. Any time agreed
between the parties for such delivery shall be of the essence of the Agreement and the Buyer shall be entitled to cancel, without notice, the
whole or any part of this Agreement if this Clause is not complied with by the Supplier.
Where the Buyer cancels the whole or part of the contract in accordance with Clause 5.1:
all sums payable by the Buyer in relation to the whole or part of the contract cancelled shall cease to become payable;
all sums paid by the Buyer in relation to the whole or part of the contract cancelled shall be repaid by the Supplier immediately;
the Buyer shall be entitled to recover damages from the Supplier for any loss caused as a result of the Supplier’s failure to deliver the
goods and/or as a result of the cancellation of the whole or part of the contract.
Deliveries of goods must be accompanied by an advice note listing the delivered items in sufficient detail to permit inspection and checking
by Buyer. No responsibility for payment will be accepted by Buyer unless a delivery advice note has been signed by an authorised
representative of Buyer.
The Supplier warrants that it has good title to the goods and that it will transfer such title as it may have in the goods to the Buyer pursuant
to Clause 6.2.
Title in the goods will pass to the Buyer when the goods are unconditionally appropriated (by either party or by or with the consent of either
party) to this Agreement, or on delivery to the Buyer, whichever happens first.
The goods will be and shall remain at the Supplier’s risk until such time as they are delivered to the Buyer (or at his direction), and are
found to be in accordance with the requirements of this Agreement. It shall be the duty of the Supplier at all times to maintain a contract of
insurance over the goods and, on request from the Buyer, to assign to the Buyer the benefits of such insurance.
||Inspection of Goods|
The Buyer shall inspect the goods upon delivery.
Where goods are damaged the Buyer shall notify the Supplier. The Buyer may reject the damaged goods and the following provisions shall
the Supplier shall collect the damaged goods from the Buyer at the Supplier’s expense;
during the period between delivery of the goods to the Buyer and collection by the Supplier, the Buyer shall not be liable for any loss
or further damage caused to the damaged goods;
all sums payable by the Buyer in relation to the damaged goods shall cease to become payable;
all sums paid by the Buyer in relation to the damaged goods shall be repaid by the Supplier immediately;
the Buyer shall be entitled to claim damages from the Supplier for any losses caused to the Buyer as a result of the goods being
Where there are shortages in the order the Buyer shall notify the Supplier and the following provisions shall apply:
all sums payable by the Buyer in relation to the missing goods shall cease to become payable;
all sums paid by the Buyer in relation to the missing goods shall be repaid by the Supplier immediately;
the Buyer shall be entitled to claim damages from the Supplier for any losses caused to the Buyer as a result of the shortages.
If the Buyer so requests, the Supplier shall immediately replace damaged goods or supply goods which are missing at the Supplier’s
expense or the Buyer shall be entitled to cancel, without notice, the whole or any unexecuted part of the order and the rights referred to in
Clause 5.2 shall apply.
Where there is an excess of goods in relation to the order the Buyer may reject the excess goods by notice in writing to the Supplier and
the following provisions shall apply:
the Supplier shall collect the excess goods from the Buyer at the Supplier’s expense;
during the period between delivery of the goods and collection by the Supplier, the Buyer shall not be liable for any loss or damage
caused to the excess goods;
no sum shall be due to the Supplier for the excess goods and in the event that sums are paid to the Supplier for the excess goods,
the Supplier shall repay such sums to the Buyer immediately.
The Buyer may accept excess goods by notifying the Supplier of such acceptance and the price of the excess goods shall be payable by the
The Supplier shall repair or replace free of charge, goods damaged or lost in transit upon receiving notice to that effect from the Buyer.
The Buyer’s signature on any delivery note of the Supplier is evidence of the number of packages received only and not evidence of the
correct quantity of goods received or that the goods are in a good condition or of the correct quality.
The Supplier warrants, represents and undertakes that:
all services performed under this Agreement 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 ("Best Industry Practice");
the Supplier Personnel will possess the qualifications, professional competence and experience to carry out such services in
accordance with Best Industry Practice;
the services will not in any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information,
nor any contractual, employment or property rights, duties of non-disclosure or other rights of any third parties; and
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.
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.
The Supplier shall be responsible for maintaining such insurance policies in connection with the provision of the services as may be
appropriate or as the Buyer may require from time to time.
The Supplier shall procure that the Supplier Personnel take all reasonable steps to safeguard their own safety and the safety of any other
person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Buyer from all and any
liabilities, obligations, costs and expenses whatsoever arising from any loss, damage or injury caused to the Buyer or any third party by the
||Status and Liabilities|
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.
The Supplier Personnel shall at no time be deemed to be employed or otherwise engaged by the Buyer.
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.
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.
The Buyer may terminate this Agreement for any reason by providing 10 days prior written notice to the Supplier.
The Buyer may terminate this Agreement with immediate effect by providing written notice to the Supplier if:
the Supplier or the Supplier Personnel commit any material or persistent breach of this Agreement;
the Supplier fails to or refuses after written warning to procure that the Supplier Personnel provide the services properly required
of them in accordance with this Agreement;
the Supplier passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court
of competent jurisdiction makes an order to that effect;
the Supplier ceases to carry on its business or substantially the whole of its business; or
the Supplier is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with
its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
||Ownership And Use Of Designs, Tools, Patterns, etc|
All drawings, designs, documents, software, tools and patterns made available by or through Buyer to Supplier, or originally created or
developed by Supplier under the Contract, shall remain or become the property of Buyer and shall not be disclosed or delivered by
Supplier to any other person, firm or entity or used by Supplier other than for performing the Contract, and shall be returned or delivered
to Buyer upon completion or termination of the Contract unless otherwise instructed in writing by Buyer.
The Supplier agrees to indemnify the Buyer against all claims, costs and expenses which the Buyer may incur and which arise, directly or
indirectly, from the Supplier’s breach of any of its obligations under this Agreement.
||Intellectual Property Rights|
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already
vested, become the absolute property of the Buyer, and the Supplier shall do all that is reasonably necessary to ensure that such rights
vest in the Buyer by the execution of appropriate instruments or the making of agreements with third parties.
||Relationship of Parties|
Nothing in this Agreement shall be construed as establishing or implying any partnership or joint venture between the parties and nothing
in this Agreement shall be deemed to construe either of the parties as the agent of the other.
The Supplier shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written
consent of the Buyer.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such
provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been
agreed with the invalid illegal or unenforceable provision eliminated.
No failure by the Buyer to enforce any of these Terms and Conditions shall constitute a waiver of its rights hereunder.
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other
party given in the Purchase Order or such other address as such party may from time to time have communicated to the other in writing,
and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to
be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the
letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
All correspondence, advice notes, invoices and other documentation shall be sent to the address specified in the Purchase Order and shall
be clearly marked with Buyer’s Purchase Order number and Supplier’s name.
Any documentation to be delivered by Supplier under the Contract, including but not limited to drawings, test certificates, inspection
certificates, type approval certificates, certificates of conformity, and instruction manuals, shall be delivered to the address and at the
time specified in the Contract, or if no address or time is specified shall be delivered with the goods to which they relate.
||No Third Parties|
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous
agreements, arrangements, undertakings or proposals, oral or written.
||Governing Law and Jurisdiction|
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive
jurisdiction of the English courts.