Companies CIA purchase equipment or expendables from
1.1 ‘Buyer’ shall mean the Company so named in the Purchase Order.
1.2 ‘Vendor’ shall mean the person, firm or company the Purchase Order is issued to.
1.3 ‘Goods/Services’ include all goods/services covered by the Purchase Order.
1.4 ‘Packaging’ includes bags, cases, pallets and other containers.
1.5 ‘Purchase Order’ shall mean Buyer’s Purchase Order which specifies that these conditions apply to it.
1.6 ‘Contract’ shall mean the contract of sale between the Buyer and the Vendor and shall consist of the Purchase Order, these conditions and any other document (or parts thereof) specified in the Purchase Order.
2. Quality & Fitness for Purpose
The Goods/Services shall be of merchantable quality and free from defects in material or workmanship and shall comply with the requirements of the Buyers accredited ISO9001 Quality System. Where appropriate this includes designated industry standards.
3. Delivery Date
The date of delivery of the Goods/Services shall be that specified in the Purchase Order unless agreed otherwise between the Buyer and the Vendor prior to the delivery taking place.
If delivery is made in advance of the agreed Delivery Date the Buyer reserves the right to refuse to take delivery of the Goods/Services and the Vendor will be held responsible for any additional expense incurred in delivering them on the correct date.
If the Delivery Date not be met, the Vendor may be considered to be in breach of Contract and the Buyer reserves the right to cancel the Purchase Order. However, Goods/Services may be accepted after the Delivery Date at the sole discretion of the Buyer.
4.1 In the case of Goods delivered by the Vendor not conforming with the Contract whether by reason of quality, quantity or measurement or being unfit for the purpose for which they are required, the Buyer shall have the right to reject such Goods within a reasonable time of delivery and to purchase elsewhere as near as practicable to the same contractual specifications and conditions as circumstances shall permit, but without prejudice to any other right which the Buyer may have against the Vendor.
4.2 Before exercising the said right to purchase elsewhere the Buyer shall give the Vendor reasonable opportunity to replace rejected Goods with Goods which conform to the contract.
4.3 The making of payment shall not prejudice the Buyer’s right of rejection.
5.1 In the normal course of events the Vendor shall not alter the content of the Purchase Order.
5.2 Where circumstances change, the Buyer shall have the right on occasion to cancel or change the content of a Purchase Order, provided that notice is given to the Vendor in writing prior to despatch of the goods. The Vendor will carry out these variations and be subject to the same terms and conditions.
5.3 As a result of the Buyer making a change to a Purchase Order the Vendor will not be permitted to amend any price without authorisation from the Buyer.
5.4 In all events any increase in price from that stipulated on the Purchase Order must be agreed by the Buyer in writing before delivery is effected. In the case of fixed term contracts, any variation in price from that stated on the Purchase Order must be communicated by the Vendor to the Buyer giving a minimum 30 days notice and must be agreed by the Buyer in writing before further deliveries are effected.
5.5 If for any reason, the Vendor is unable to fulfil contractual obligations, the Buyer shall be notified immediately in order to determine whether said changes should be accepted and implemented and the Buyer shall confirm these changes in writing as soon as practicably possible.
6. Incorrect Delivery
All Goods must be delivered to the invoice address or to the delivery point specified in the Purchase Order. If goods are incorrectly delivered, the Vendor will be held responsible for any additional expense incurred in delivering them to their correct destination.
7. Loss or Damage in Transit
Without prejudice to the rights of the Buyer, the Buyer shall advise the Vendor in writing of any loss or damage within the following time limits:
7.1 Partial loss, damage or non-delivery of any separate part of a consignment shall be advised within 7 days of date of delivery of the consignment or part consignment.
7.2 Non-delivery of the whole consignment shall be advised within 21 days of the notice of despatch. The Vendor shall make good to the Buyer, free of charge, any loss or damage to or defect in the Goods where notice is given by the Buyer in compliance with this condition.
8. Terms of Payment
Payment will be made 30 days from the end of the month following the agreed Delivery Date unless otherwise specified.
9. Passing of Property and Risk to the Buyer
The property and Risk in the Goods shall remain with the Vendor until they are delivered at the point specified in the Purchase Order, or in the case of delivery by instalments, on the delivery of each instalment. Where the Goods or any part of them; though ready for delivery are retained by the Vendor pending pro-forma payment by the Buyer, the property in such Goods shall pass to the Buyer upon payment but the risk in such goods shall remain with the Vendor until delivery is made.
10. Buyer’s Rights in Specifications, Plans & Process Information
Any specifications, plans, drawings, process information, patterns or designs supplied by the Buyer to the Vendor in connection with the contract shall remain the property of the Buyer, and will be returned to the Buyer on fulfilment of the contract.
11. Patent Rights
The Vendor will indemnify the Buyer against any claim or infringement of Letters patent, Registered Design, Trade mark or Copyright by the use or sale of any article or material supplied by the Vendor to the Buyer and against all costs and damages which the Buyer may incur in any such infringement or for which the Buyer may become liable in any such action.
12. Force Majeure
Neither party shall be liable for failure to perform its obligations under the Contract if such failure results from circumstances which could not have been contemplated and which are beyond the party’s reasonable control.
The Vendor shall as soon as reasonably practicable repair or replace all Goods which are or become defective during the period of 12 months from putting into service or 15 months from delivery, whichever, shall be the shorter. Where such defects occur under proper usage and are due to faulty design, the Vendor’s erroneous instructions as to use, or inadequate or faulty materials or workmanship, or any other breech of Vendor’s warranties, expressed or implied. Repairs and replacements shall themselves be subject to the foregoing obligations for a period of 12 months from the date of delivery, reinstallation or passing tests (if any) whichever is appropriate after repair or replacement.
The Vendor will indemnify the Buyer against the following:
13.1 Loss or damage or injury caused to the Buyer, or for which the Buyer may become liable to third parties due to the defective workmanship or unsound quality of the Goods or Services supplied.
13.2 Proven loss or damage sustained by the Buyer or for which the Buyer may become liable, as a result of the failure of the Vendor to perform the work or supply the materials in accordance with the terms of the Purchase Order.
14. Insolvency and Bankruptcy
If the Vendor becomes insolvent or bankrupt or (being a Company) makes an arrangement with its creditors or has an administrative receiver or administrator appointed or commences to be wound up (other than for the purpose of amalgamation or reconstruction), the
Buyer may without prejudice to any other of his rights, terminate the Contract forthwith by notice to the Vendor or any person in whom the Contract may have become vested.
15. General Conditions
No conditions submitted or referred to by the Vendor shall form part of the Contract unless otherwise agreed in writing by the Buyer.
16. Applicable Law
This contract shall be deemed to be made under English Law and shall be subject to the jurisdiction of the English High Court.