Terms and Conditions for the Purchase of Goods and Services |
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1. |
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DEFINITIONS |
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In these terms and conditions for the supply of Goods and or Services unless the contract requires it the expressions used shall have the following meanings:
‘Company’ means R. R. Richardson Limited.
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‘Contract’ means the contract between the Company and the Supplier, comprising the purchase order and these conditions under which the Goods and or Services are to be supplied. |
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‘Supplier’ means the person, firm or company to whom the purchase order is addressed and sent. |
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‘Goods’ means the articles or things or any part of them described in the purchase order and where appropriate such packaging as may be necessary for the immediate containment or handling of the Goods and or Services. |
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‘Services’ means the services and works described in the purchase order to be provided by the supplier. |
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‘Contract Price’ means the amount payable for the goods and/or services set out in the purchase order. |
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‘Purchase Order’ means the Company’s purchase order and its numerically generated purchase order number. |
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‘Delivery’ means delivery of the Goods and or Services to the place specified in the purchase order. |
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2. |
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MAKING THE CONTRACT |
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Acceptance of the purchase order will constitute acceptance of these general terms and conditions for the supply of Goods and or Services. No variation of these terms and conditions is permitted unless expressly stated in the purchase order or expressly accepted in writing and signed by a director on behalf of the Company. |
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| 3. |
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WORK ON SITE |
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3.1 |
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The Supplier will not have exclusive access to the property but must work with and around other contractors and must co-ordinate his works with those other contractors so as to adopt and maintain an efficient plan of work. |
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3.2 |
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The Supplier must accept and comply with the reasonable instructions of the Company or its appointed representative. |
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| 4. |
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QUALITY AND MARKING |
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4.1 |
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The goods shall conform as to quantity, quality, and description with the particulars stated in the Company’s purchase order. They shall be of sound materials and workmanship. If samples or patterns are provided the goods shall equal in all respects to the samples or patterns. If a standard of performance is specified the goods shall be capable of the required performance. |
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4.2 |
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The Supplier shall ensure all goods supplied by him to the Company are suitably and sufficiently marked, endorsed and labelled with information and advice necessary to instruct and warn such persons into whosoever hands the goods shall come about any hazards to health and/or safety reasonably foreseeable as arising from despatching, receiving, handling using or possessing the goods and also about the necessary precautions to be taken in respect thereof provided however that if it shall not be reasonably practicable to mark, endorse or label the goods accordingly, the supplier shall fully instruct and advise such persons by an accompanying notice at the time of despatch. |
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| 5. |
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INSPECTION AND TESTING |
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| 5.1 |
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Before despatching the goods the supplier shall carefully inspect and test them for compliance with the purchase order. The Supplier shall, if requested by the Company give the Company reasonable notice of such tests and the Company shall be entitled to be present at such testing. The supplier shall also supply to the Company certificates of the results of inspection and tests in such form as the Company may require. |
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| 5.2 |
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If it is expressly agreed the Company will be entitled to inspect and test the goods during manufacture, processing or storage, and the Supplier shall provide or procure the provision of all such facilities as the Company may reasonably require. |
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| 5.3 |
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If as a result of any inspection or test under sub-clause 5.1 or 5.2 the Company is of the opinion that the goods do not comply with the specification or are on completion of manufacture or processing unlikely so to comply, the Company shall inform the supplier in writing and the supplier shall take such steps as are necessary to ensure such compliance. |
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| 6. |
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DELIVERY |
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| 6.1 |
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The Goods and or Services will be delivered at the place or places and in the manner specified in the Company purchase order or as subsequently specified in writing. |
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| 6.2 |
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Where the purchase order provides for delivery within a specified time, time shall be of the essence. If owing to causes outside the suppliers reasonable control he is unable to deliver the Goods and or Services within the specified time then the time shall be extended by a period equal to the period of delay resulting from such cause. |
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| 7. |
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PASSING OF PROPERTY |
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Ownership in the goods shall pass to the Company on delivery without prejudice to any other rights accruing to the Company under these terms and conditions. |
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| 8. |
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STATUTORY AND OTHER REGULATION |
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| 8.1 |
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The Supplier shall comply with the provisions of all Acts of Parliament, and Orders and Regulations made by any competent authority, |
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| 8.2 |
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The Supplier shall be responsible for any costs associated with the provisions of all Acts of Parliament and Orders and Regulations made by a competent authority. |
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| 9. |
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STATUTORY AND OTHER REGULATION |
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| 9.1 |
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The Company may by notice in writing to the Supplier reject the whole or any part of the goods or services if the supplier fails to comply with the obligations under Clause 4 and may also by notice in writing to the Supplier given within a reasonable time of delivery reject the goods which are found not to be in accordance with the specification or Clause ?. |
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| 9.2 |
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Any notice of rejection by the Company will specify the reasons for rejection and the Company shall return the rejected goods to the Supplier at the supplier’s risk and expense. The Company may require the supplier to replace such rejected goods with goods which are in all respects in accordance with the specification within 7 days. |
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| 9.3 |
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Any money paid by the Company to the Supplier in respect of any rejected goods not replaced by the supplier together with any additional expenditure over and above the price of the rejected goods reasonably incurred by the Company in obtaining other goods in replacement shall be paid by the supplier to the Company. |
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| 10. |
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LIABILITY FOR ACCIDENTS AND DAMAGE |
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| 10.1 |
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The Supplier shall indemnify the Company in respect of all damage or injury to any person or to any property and against all actions, suits, claims, demands, costs, charges and expenses arising in connection with the supply of the goods and or services caused by: |
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The negligence and or wilful misconduct on the part of the Supplier his sub-contractors or servants in the provision of the Goods and or Services while they are on the Company’s premises for any purpose connected with the purchase order or |
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Defective design (other than a design made, furnished or specified by the Company for which the supplier has disclaimed responsibility in writing within a reasonable time after receipt of the Company’s instructions) defective materials or defective workmanship. |
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| 10.2 |
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The Suppliers Aggregate liability to the Company whether arising in or from breach of contract, tort (including negligence), loss of or damage to property, breach of statutory duty or otherwise shall not exceed the greater of £5,000,000 on any one occasion. For avoidance of doubt, damage to or loss or corruption of data shall constitute loss of or damage to property. |
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11. |
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DAMAGE OR LOSS IN TRANSIT |
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11.1 |
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The Supplier shall replace free of charge goods damaged in transit and in the event of such damage delivery shall not be deemed to have taken place until replacement of goods have been delivered. Provided always that the Company reports the incident of damage to the supplier with (7) days of receipt of the goods. |
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11.2 |
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The Supplier shall replace goods lost in transit provided always that if the supplier has given the Company notice of the date of despatch and has with that notice required the Company to give notice of non-delivery within a stated period and the Company has failed to do so, the goods shall be deemed to have been delivered. In this event the Supplier shall at the request and expense of the Company pursue for the benefit of the Company such rights (if any) as the Supplier may have against the carrier.
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12. |
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INTELLECTUAL PROPERTY RIGHTS |
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12.1 |
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The Intellectual Property Rights in any documentation or product arising out of the performance of the goods and or services rests in the Company unless otherwise specifically agreed in writing between the Company and the Supplier.
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13. |
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PATENT RIGHTS |
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13.1 |
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The Supplier warrants that all royalties and fees on patented articles, processes and registered designs have been paid and shall indemnify the Company against all claims, which may result from any breach of such warranty.
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13.2 |
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In the event of any claim being made or action brought against the Company arising out of the matters referred to in this Clause, the Supplier shall be promptly notified thereof and may at his own expense conduct all negotiations for the settlement of the same and any litigation that may arise thereof and shall keep the Company advised of the progress of the litigation on a monthly basis.
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14. |
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USE OF PATTERNS AND DRAWINGS |
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| 14.1 |
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The specification, patterns, drawings, samples and information issued by the Company in connection with the purchase order are confidential and their use must be confined to the Supplier, his sub-contractors and servants solely for the purpose of carrying out the supply of goods and/or services as detailed within the purchase order. On completion of the purchase order the said specification, patterns, drawings and samples shall be returned to the Company. |
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| 14.2 |
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When specifications, patterns, drawings and samples are issued to the Company by the Supplier other than as part of the goods and services, they shall be treated as confidential by the Company and if so required by the Supplier shall be returned to the Supplier on completion of the purchase order. |
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| 15. |
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VIRUS PROTECTION |
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The Supplier shall ensure that any software, disk, documentation and or other media introduced by the supplier shall be submitted to the Company for virus checking prior to its introduction and that no changes to the software are loaded or introduced without the Company’s written approval. |
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| 16. |
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ASSIGNMENT & SUB-LETTING |
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The Supplier shall not assign or sublet any of his rights or obligations under the Contract without the prior written consent by the Company and sub-letting shall not relieve the Supplier of any of his obligations under the Contract. |
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| 17. |
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HEALTH & SAFETY, ENVIRONMENT AND CORPORATE RESPONSIBILITY |
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The Supplier is responsible to ensure that the Goods and or Services adhere to the relevant Health & Safety and Environmental tests and legislation. The Supplier shall also ensure it adheres to current Corporate Responsibility regulations and obligations in the provision of Goods and or Services to the Company. The Supplier shall also comply with the reasonable instructions of any Principal Contractor. |
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| 18. |
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TRAINING |
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The Supplier is responsible to ensure their staff are trained appropriately for the provision of the Goods and or Services to the Company. |
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| 19. |
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INVOICES AND PAYMENT |
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| 19.1 |
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The contract price shall be inclusive of all packaging, transportation and other costs but exclusive of Value Added Tax (VAT). |
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| 19.2 |
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The final date for payment shall be Nett 30 days from the date of receipt of an appropriate VAT invoice or other such period as has been agreed with the supplier at the commencement of the contract. |
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| 19.3 |
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Unless otherwise agreed in writing the Supplier shall submit to the Company’s appointed representative an application for payment on a monthly basis. Within 7 days of receipt of that application the Company’s appointed representative shall issue to the Supplier a payment certificate stating how much it is going to be paid together with a build-up of the sum due. The due date for payment shall be 5 days after the date of that certificate. |
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| 19.4 |
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| On receipt of the payment certificate the Supplier shall issue to the Company an invoice for the certified sum. The invoice will be deemed appropriate if it relates to services or goods correctly supplied and attaches a copy of the relevant payment certificate. |
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| 19.5 |
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Deductions will be made from all payments due at the higher rate of deduction pursuant to the Construction Industry Scheme unless the Supplier is registered with HM Revenue & Customs and HM Revenue and Customs verify that registration to the Company. |
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| 20. |
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CONFIDENTIALITY |
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The Contract and all related documents and information shall be treated as confidential by the Supplier and not disclosed to any third party without the Company’s prior written consent except as necessary to enable the Supplier to perform his obligations. The provisions of this Clause shall remain in force for two years after completion. |
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| 21. |
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TERMINATION |
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The Company may by written notice to the Supplier cancel the purchase order without liability to the Supplier: |
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If at any time an application for an Administrator is presented to the Court or a Liquidator or Receiver is appointed or a resolution is passed for the winding up of the Supplier or |
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If the Supplier commits any breach of the Contract and in the case of a breach capable of remedy and fails to remedy the same within 14 days from being required to do so in writing. |
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| 22. |
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PUBLICITY AND ADVERTISING |
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The Supplier, his agents, successors or assigns shall not announce or advertise his relationship with the Company or any contract or works without the prior written consent of the Company. |
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| 23. |
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GOVERING LAW & JURISDICTION |
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The contract shall be subject to and construed in accordance with English Law and the English courts shall have jurisdiction. |
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| 24. |
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THIRD PARTY |
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A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any right or remedy of a Third Party which exists or is available apart from that Act. |
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