In this agreement the following expressions (whether with or without the definite article) have the following meanings unless the context requires otherwise:
Company - means Penny Hydraulics Limited
Conditions - means the terms and conditions of purchase set out in this document and any special terms and conditions agreed in writing by the Company
Confidential Information - all trade secrets, know-how, data, specifications, drawings, documents, techniques and technical data, processes, materials, apparatus and intellectual property of any kind whatsoever.
Goods - means those articles which the Seller has agreed to manufacture and supply and are specified in the Purchase Order
Price - means the price for the Goods and Services excluding packing, insurance and VAT
Purchase Order - means the order for the provision of the Goods by the Seller to the Company the terms of which are set out on the front cover of these Conditions and to which these Conditions form part
Seller - means the person referred to in the Purchase Order who agrees to provide the Goods
Services - means the supply and delivery of the Goods and the services as specified in the Purchase Order
2 Conditions applicable
2.1 These Conditions will apply to all contracts for the Goods and purchase of the Services by the Company from the Seller to the exclusion of all other terms and conditions including any terms or conditions which the Seller may purport to apply under any quotation, acknowledgement of order or similar document.
2.2 The Purchase Order is deemed to be an acceptance by the Seller of these Conditions.
2.3 Any variation to these Conditions (including any special terms and conditions agreed between the parties) will not be effective unless agreed in writing by a director of the Company.
2.4 The Seller will supply the Goods and Services to the Company
3 The Price and payment
3.1 The Price is that which is confirmed in the Purchase Order and shall be binding upon the Seller.
4 The Goods
4.1 Unless the Seller shall notify the Company to the contrary in writing within seven days of receipt of the Company’s Purchase Order, the quantity and description of the Goods and the Services to be provided are those set out in the Company’s Purchase Order.
4.2 The Company shall be entitled at all reasonable times to inspect the Goods at any stage of manufacture.
5 Warranties and liability
5.1 The Seller warrants that the Goods will at the time of delivery correspond to the description contained in the Company’s Purchase Order.
5.2 All representations, statements or warranties made or given by the Seller, its servants and agents (whether orally in writing or in any of the Seller’s brochures catalogues and advertisements) regarding the quality and fitness for purpose of the Goods or regarding the provision of the Goods and Services shall be deemed to be express conditions of the contract of purchase.
5.3 Any of the Goods supplied by the Seller shall be deemed not to comply with the description contained in the Purchase Order if the Goods are not capable of producing by normal commercial manufacturing techniques the Company’s finished product.
5.4 The Seller shall ensure that all the Goods shall be manufactured, stored, tested and packed in accordance with all British Standards applicable to them and that all the Goods are of satisfactory quality, free from defect and fit for the purpose for which the Company intends to use such Goods.
6 Passing of property and risk
6.1 The Goods shall be at the Company’s risk only as from the date upon which they are delivered to the premises of the Company.
6.2 Property in the Goods shall pass on delivery of the Goods to the Company.
6.3 The Seller shall insure and keep insured the Goods to the full Price against "all risks" to the reasonable satisfaction of the Company until the date on which property in the Goods passes from the Company, and shall whenever requested by the Company produce a copy of the policy of insurance.
7.1The delivery date specified by the Company in the Purchase Order is of the essence of this contract
7.2 If the Seller fails to deliver the Goods in accordance with the Purchase Order on the delivery date then without prejudice to the Company’s rights for breach of contract:
7.2.1 the Company may terminate the contract.In this event without prejudice to the Company’s other remedies the Seller shall promptly collect any Goods which have been delivered; or
7.2.2 if the quantity of the Goods delivered is less than the quantity specified in the Purchase Order and the Company has not exercised its rights of termination under clause 7.2.1, the Company may accept the Goods delivered and recover for the Seller’s breach in respect of the failure to deliver the remainder of the Goods; and
7.2.3 the Company may require the Seller promptly to deliver sufficient Goods which correspond to the contract to comply with the quantity required
7.3 The Seller upon receiving notice from the Company to the effect that Goods have been damaged or lost in transit shall repair or replace free of charge Goods damaged or lost in transit and due delivery of the goods shall not be deemed to have taken place until replacement or repaired goods have been delivered by the Seller to the Company.The Company reserves the right to hold such damaged Goods at the Seller’s risk or to return them at the risk and expense of the Seller
8 Acceptance by Company
8.1 The Company shall not be deemed to have accepted any part of the Goods until after the Company has actually inspected the Goods and ascertained that they are in accordance with the Contract.The Company may reject Goods which are not in accordance with the Contract until a reasonable time after such inspection
8.2 The Company may by notice to the Seller prior to acceptance reject any Goods which are not in accordance with the Contract.The Company may set off against any payment due to the Seller (whether under this Purchase Order or otherwise) the Price of such Goods.Unless within a reasonable time of receipt of notice of rejection the Seller collects such Goods, the Company may dispose of them as the Company shall think fit (provided that if the Company sells such Goods the Company shall account to the Seller for the net proceeds of such sale after deduction of the Company’s reasonable expenses)
The Seller shall not at any time divulge or allow to be divulged to any person the terms or nature of any contract for the provision of the Goods and Services by the Seller entered into or to be entered into by the Company.
The Seller shall indemnify and keep indemnified the Company from and against and all loss (whether direct or indirect), damage or liability (whether criminal or civil) suffered and any legal fees and costs incurred by the Company resulting from a breach of this agreement by the Seller including but not limited to:
10.1 any act neglect or default of the Seller’s employees or agents; and
10.2 breaches resulting in any successful claim by any third party against the Company including for the avoidance of doubt but not limited to any liability to a third party entitled to damages for breach of contract by the Company where the loss suffered by the third party is due to the failure of the Seller to fulfil the terms of the Purchase Order and these Conditions and any other written variation of these Conditions given by the Company pursuant to Condition 2.3 and the Seller will indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered by the Company in respect thereof.
11.1 Assignment and subcontracting.
a) The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
b) The Seller may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Company.
11.2 Intellectual Property.
a) All Confidential Information relating to the Goods or their manufacture submitted by either party to the other, prior or subsequent to the formation of the Contract shall remain the property of the party supplying it and the recipient of any Confidential Information will keep the Confidential Information secret, unless disclosure of the Confidential Information is required by a Court of competent jurisdiction. .
b) The Seller will neither itself, nor through any agent or other manufacturer interfere with the business of the Company nor to supply or manufacture whether on its own or in conjunction with others any goods or products of a similar nature to the Goods supplied to the Company for a period of 3 years from the date of the last supply of Goods by the Seller to the Company.
a) If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.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.
11.5 Third party rights.
A person who is not a party to the Contract shall not have any rights under or in connection with it.
Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Supplier.
Any notice required to be given by either partymust be in writing and must be served by the same by pre-paid first class post or facsimile transmission or delivering the same by hand to the registered office for the time being of the relevant party and any notice so served will be deemed to have served if delivered by hand at the time of such delivery and if sent through the post forty-eight hours after the time of dispatch and in proving service it shall be sufficient to prove in the case of a letter that such letter was properly delivered or stamped addressed and placed in the post (as the case may be) and if sent by telex or facsimile transmission at the time of transmission and in proving service it shall be sufficient to prove that such telex or facsimile was duly dispatched to a current telex or tele-copy number of the addressee for the said address for service.
13 Proper law of contract
This contract is subject to the law of
I have read and accept the Supplier’s full terms and conditions (a copy of which are attached hereto).
Print Name: ……………………………………………
On behalf of: ……………………………………………