CONDITIONS OF PURCHASE
The Company means Hargassner UK Limited referred to in the Order. The Supplier means the person, firm or company to whom this Order is addressed. The Goods means the goods specified in the Order. The Order means the Company's official order form (which is subject to these Conditions of Purchase) relating to supply of the Goods, and any specification, description, drawing or sample of the Goods or other document referred to in the Order. Intellectual Property Rights means any patent, patent application, know how, trade mark or name, service marks, design right, registered design, copyright or other similar industrial or commercial right.
1. These Conditions of Purchase shall apply to the Order and the Supplier shall be deemed to have accepted all these Conditions of Purchase to the exclusion of any other terms and conditions contained in any quotation, tender, acknowledgement or acceptance of order or any other document issued by the Supplier. The Company will only be liable for orders made on this official order form and does business only on these Conditions of Purchase.
2. The Supplier shall supply the Goods and the Company shall pay the Supplier in accordance with the Order and the Conditions of Purchase. Any variation to the terms of the Order and/or the Conditions of Purchase must be agreed in writing by the Company.
3. This Order must be acknowledged by the Supplier upon receipt and despatch dates confirmed within 7 days of the date hereof. The order number and item numbers on the face of this document shall be referenced on all relevant documents.
4. Goods supplied shall in every respect conform to the express and implied requirements of the Order and any description, specification, approved samples and any other requirements notified, supplied or given by the Company to the Supplier and all Goods supplied pursuant to this Order shall be free from defects in design, material and workmanship, of satisfactory quality and in all respects fit for the purpose for which they are intended (as defined by the relevant specifications and performance standards or as made known to the Supplier by the Company). As a minimum the Goods must conform with British Standards and Codes of Practice or in their absence the equivalent European Equivalents, unless expressly stated in the Order or otherwise agreed.
5. The Supplier warrants that it has the right to sell the Goods to the Company at the time of delivery, that the Goods sold will be free from all encumbrances and that the Company will enjoy quiet possession of the Goods supplied.
6. The Supplier shall give the Company or its authorised representative, access at all times to the Supplier's premises and shall permit the Company or its authorised representative to inspect and examine the Goods to be supplied, and the material and any equipment to be used in their manufacture, during the manufacture of the Goods. If part or the whole of the Goods are being manufactured on other premises, the Supplier shall obtain for the Company permission to inspect and examine such Goods at those premises at any time. The Company or its authorised representative shall have the right to reject any Goods or part thereof which in their opinion fails to meet any of the requirements contained in the Order and/or these Conditions of Purchase. All inspections, tests or analyses of material that may be required by the Company shall be undertaken at the Supplier's expense.
7. The Supplier shall send an advice note on the day of despatch bearing the Order number and confirming the destination of the Goods, to the Company at the address set out in the Order. A consignment note bearing this order number must accompany the Goods to the delivery address.
8. The Goods shall be delivered promptly on the date specified in the Order or such other date specified by the Company. In the event of the Company’s programme of work being interrupted or restricted by lockout, or strikes, fire or any other exceptional cause, the Company shall be at liberty to defer the date(s) of delivery without incurring in any way additional liabilities and the payment for Goods to be supplied hereunder may be suspended, or postponed, at the Company’s option until the circumstance(s), preventing or hindering the use of such Goods has ceased. All expenses associated with the delivery shall be for the Supplier's account. If the Supplier fails to deliver the Goods on the specified delivery date the Company may terminate the Order and shall be at liberty to obtain similar Goods from alternative sources. The Supplier acknowledges that it will be and shall be liable for any direct and/or consequential losses of the Company resulting from such a termination. The Company shall not be deemed to accept the Goods (whether or not an advice note or delivery/consignment note is signed) until it has had reasonable opportunity to examine the Goods. The Company can reject these Goods or any part thereof, which in its opinion fails to meet the requirements in the Order. If rejected they shall be held until returned at the Suppliers risk and expense and the Company can elect to either terminate the Order or demand that the Supplier provides replacement Goods within a time specified by the Company. The Company is not obliged to accept delivery by instalments.
9. The Supplier shall mark clearly the full order number and item numbers on the Consignment Packages, Packing Notes, Advice Notes, Invoices, Monthly Statements and all other correspondence relating thereto.
10. The Supplier shall on delivery of the Goods provide all necessary documentation to support the Goods including technical, operational, user and maintenance manuals free of charge. The Company shall be entitled to use or disclose any such information to any of its own personnel or third parties.
11. The Supplier shall be responsible for adequately protecting the Goods and shall be liable for any damage, losses or delay of the same until such time as the Goods are delivered to the Company. The Company will make no additional payment for carriage or packing materials of any description unless specifically provided within the Order. The Supplier shall observe Health and Safety requirements at each delivery location and shall at all times comply with safe working practice.
12. Without prejudice to any rights of rejection that the Company has, property in the Goods supplied will pass to the Company at the time of delivery to and acceptance by the Company of the Goods at the address detailed on the Order unless otherwise agreed between the parties. The Goods shall be at the Supplier's risk until the Goods are delivered and accepted in accordance with the Order and these Conditions of Purchase.
13. Without prejudice to any other rights that the Company has pursuant to the Order or these Conditions of Purchase, the Supplier shall make good at his own expense any defects in Goods that become apparent within 12 months after delivery or first end use whichever is the later which are caused by defective design, materials or workmanship or by the negligence of the Supplier his agents or subcontractors. If the Supplier fails to rectify such defects within a reasonable time after being notified then the Company may at its option make good such defects and set off the cost of so doing including any direct and/or consequential losses resulting from the defect from any money due to the Supplier.
14. No part of this Order shall be sub-let or assigned without the Company’s written permission. The Company shall not be required to pay any party (including without limitation any factoring companies) other than the Supplier any monies due hereunder.
15. The Price payable shall be the price specified in the Order. This price is fixed and is exclusive of VAT, taxes and all other duties and inclusive of all costs and expenses associated with delivery of the Goods. No variation in the Price may be made (whether on account of material, labour or transport costs, variations, fluctuation in rates of exchange or otherwise) without the prior written consent of the Company. An invoice in the form required by this Order bearing all information required by the Company including the Order number and a description of the Goods shall be sent in duplicate by the Supplier to the address for invoices specified in the Order after delivery of the Goods. Invoices will not be accepted if they relate to more than one order number.
16. The Price is payable in full 30 days from month end of receipt of valid tax invoice. Alternative payment terms must be pre-agreed in writing on all occasions. Interim and part payments shall only represent the value of works or goods apportioned to what has been receipted by the Company and will only become payable 30 days from the end of each subsequent calendar month from receipt of a valid tax invoice.
17. If and to the extent that the Company fails to pay the amount properly due to the Supplier by the date due for its payment, the Company shall be liable to pay simple interest on the sum due and unpaid, such interest to be calculated at 3% over the base rate of the Bank of England current at the date when payment was due. Interest is assessed from the date by which the late payment should have been made until the date when the late payment is made.
18. The Supplier shall send to the Company by the 14th day of each month a Monthly Statement of Account quoting the Invoices raised matched to the orders received.
19. The Supplier shall pay all royalties and other sums payable to any third party in respect of the use of any Intellectual Property Rights pursuant to this Order. The Supplier indemnifies the Company from and against all claims, expenses arising from or incurred by reason of any infringement or alleged infringement of any such Intellectual Property Rights.
20. The Supplier shall be responsible for and shall indemnify the Company, its employees and agents from and against all expense liability loss and claims whatsoever in respect of death or injury to any person, loss of or damage to property (including property belonging to the Company or for which it is responsible) and any other loss damage cost or expense which may arise out of or in consequence of the performance of the Order or of the presence of the Supplier, its employees or agents on the Company's premises (which shall include the Company’s worksites and other places of work) whether such death injury loss damage cost or expense be caused by negligence or otherwise.
20. Without prejudice to its obligations to indemnify the Company as above, the Supplier shall maintain full insurance cover against the above mentioned liabilities with an Insurer of acknowledged substance and repute and when requested, produce evidence of such insurance cover. Third Party Liability Policy must have an indemnity limit of not less than £5,000,000 (five million pounds) any one occurrence, but unlimited in any one year with a product liability extension cover of £2,000,000 (two million pounds).
21. This Order, the Conditions of Purchase and the subject matter hereof shall be treated as confidential between the Company and the Supplier and shall not be disclosed by the Supplier or any sub-contractor of the Supplier to any third party, or used by the Supplier or any such agent, for development display or publication without the Company’s prior written consent.
22. The Supplier shall not offer, give or agree to give any person in the employ of the Company any gift, consideration or reward in the attainment or execution of the Order. Any breach by the Supplier of this Condition will, at the Company’s sole discretion lead to termination of the Order and liability of the Supplier for all costs, direct and/or consequential losses of the Company arising from that breach.
23. The Company may waive any of its rights under the Order or the Conditions of Purchase without prejudice to any other rights under this or any other contracts.
24. The Company may at any time by written notice cancel any order before delivery without any liability to the Supplier save in respect of any specific pre–determined costs that have been identified between the parties and stated on the order in the event of such cancellation.
25 These conditions shall be governed by and construed in accordance with English law and procedures and the Company and Supplier agree to submit any disputes arising under this Order to Arbitration and only thereafter to the non-exclusive jurisdiction of the English Courts.
26 Notwithstanding anything else to the contrary elsewhere in this Order if the ultimate employer or the Client is insolvent as defined in Sections 113(2)A(5) of Part II of the Housing Grants, Construction and Regeneration Act 1996, Wood Energy shall not be obliged to make any further payment to the SubAContractor` of any amount which is due or may become due to the SubAContractor unless Wood Energy has received payment in respect thereof from the Client and then only to the extent of such receipt.
27. Nothing in these Conditions of Purchase or the Order confers or purports to confer any right to enforce any of its terms on any person who is not a party to it.
28. No use for publicity of the goods or service provided are allowed under the terms of this supply without the express written permission of Hargassner UK Limited