TR Fastenings: Standard Terms and Conditions of Trading - Suppliers - CONDITIONS OF PURCHASE
In these Conditions:
- 'Buyer' means TR Fastenings Limited.
- 'Conditions' means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
- 'Contract' means the contract for the sale and purchase of the Goods and/or the supply and acquisition of the Services.
- 'Delivery Address' means the address stated on the Order or, if no such address is stated, the principal trading address of the Buyer.
- 'Goods' means the goods (including any instalment of the goods or any part of them) described in the Order.
- 'Order' means the Buyer's purchase order to which these Conditions are annexed.
- 'Price' means the price of the Goods and/or the charge for the Services.
- 'Seller' means the person so described in the Order.
- 'Services' means the services (if any) (including any part of them) described in the Order.
- 'Specification' includes any plans, drawings, data or other information relating to, or supplied in connection with, the Goods or Services.
- 'Writing' includes telex, cable, facsimile transmission and comparable means of communication.
2. Basis of purchase
- 2.1 The Order constitutes an offer by the Buyer to purchase the Goods and/or acquire the Services subject to these Conditions.
- 2.2 These Conditions shall apply to the Contract to the exclusion of any other terms and conditions contained or referred to in any quotation, correspondence or elsewhere or implied by trade, custom, practice or course of dealing unless specifically agreed to in writing by an authorised representative of the Buyer.
- 2.3 The Order will lapse unless unconditionally accepted by the Seller in writing within 7 days of its date, unless the Buyer otherwise agrees in writing.
- 2.4 No variation to the Order or these Conditions shall be binding unless agreed in writing by an authorised representative of the Buyer.
- 3.1 The quantity, quality and description of the Goods and the Services shall, subject as provided in these Conditions, be as specified in the Order and/or in any applicable Specification supplied by the Buyer to the Seller or agreed in writing by the Buyer.
- 3.2 any Specification supplied by the Buyer to the Seller, or specifically produced by the Seller for the Buyer, in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in the Specification, shall as between the Seller and the Buyer be the exclusive property of the Buyer. The Seller shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Seller, or as required for the purpose of the Contract.
- 3.3 The Seller shall comply with all 'applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods and the performance of the Services.
- 3.4 The Seller shall not unreasonably refuse any request by the Buyer to inspect and test the Goods during manufacture, processing or storage at the premises of the Seller or any third party prior to despatch, and the Seller shall provide the Buyer with all facilities reasonably required for inspection and testing.
- 3.5 Verification by the customer shall not be used by the organisation as evidence of effective control of quality by the supplier and shall not absolve the organisation of the responsibility to provide acceptable product, nor shall it preclude subsequent rejection by the customer.
- 3.6 If as a result of inspection or testing the Buyer is not satisfied that the Goods will comply in all respects with the Contract, and the Buyer so informs the Seller within 10 working days of inspection or testing, the Seller shall take such steps as are necessary to ensure compliance.
- 3.7 TR Fastenings must be notified in advance of any changes in product definition and/or any non conforming product.
- 3.8 The Goods shall be marked in accordance with the Buyer's instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.
- 3.9 All items delivered over and above the quantity set out in the Order will not be paid for. The Buyer agrees to notify the Seller within 10 working days of its discovery of such excess but shall have no other liability in respect thereof unless it in its sole discretion otherwise agrees. The Buyer shall be free to dispose of the same in the event that the Seller has not collected such excess within 10 working days of notification.
4. Price of the Goods and Services
- 4.1 The Price of the Goods and the Services shall be as stated in the Order and, unless otherwise so stated, shall be:
- Exclusive of any applicable value added tax (which shall be payable by the Buyer subject to receipt of a VAT invoice); and
- Inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties, imposts or levies other than value added tax.
- 4.2 No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Buyer in writing.
- 4.3 The Buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Seller, whether or not shown on its own terms and conditions of sale.
5. Terms of payment
- 5.1 The Seller shall be -entitled to invoice the Buyer on or at any time after delivery of the Goods or completion of performance of the Services, as the case may be, and each invoice shall quote the number of the Order.
- 5.2 Unless otherwise stated in the Order, the Buyer shall pay the Price of the Goods and the Services within 60 days after the end of the month of delivery of the Goods or completion of performance of the Services in question by the Buyer unless the Goods or Services have been rejected by the Buyer in accordance with the provisions hereof.
- 5.3 The Buyer shall be entitled to set off against the Price any sums owed to the Buyer by the Seller.
- 6.1 The Goods shall be delivered to, and the Services shall be performed at, the Delivery Address on the date or within the period stated in the Order, in either case during the Buyer's usual business hours.
- 6.2 Where the date of delivery of the Goods or of performance of the Services is to be specified by the Seller after the placing of Order, the Seller shall give the Buyer reasonable notice of the specified date.
- 6.3 The time of delivery of the Goods and of performance of the Services is of the essence of the Contract.
- 6.4 A packing note quoting the number of the Order must accompany each delivery or consignment of the Goods and must be displayed prominently.
- 6.5 If the Goods are to be delivered, or the Services are to be performed, by instalments, the Contract will be treated as a single contract and not severable.
- 6.6 The Buyer shall be entitled to reject any Goods delivered or Service performed, which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods or Services until the Buyer has had a reasonable time to inspect them following delivery or performance or, if later, within a reasonable time after any latent defect in the Goods or Services has become-apparent.
- 6.7 The Seller shall supply the Buyer in good time with any instructions or other information required to enable the Buyer to accept delivery of the Goods and performance of the Services.
- 6.8 The Buyer shall not be obliged to return to the Seller any packaging or packing materials for the Goods, whether or not any Goods are accepted by the Buyer.
7. Risk and Property
- 7.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Contract.
- 7.2 The property in the Goods shall pass to the Buyer upon delivery, unless payment for the Goods is made prior to delivery, when it shall pass to the Buyer once payment has been made and the Goods have been appropriated to the Contract.
- 7.3 Where the Buyer supplies its own or its customers property to the Seller whether as part of the Specification or otherwise, the Seller shall be responsible for the storage, safe keeping and good order thereof and shall insure die same for its full market value against all risks (Where possible notifying the insurer of the interest of the Buyer therein).
8. Warranties and liability
- 8.1 The Seller warrants to the Buyer that the Goods:
- Will be of satisfactory quality and fit for any purpose held out by the Seller or made known to the Seller in writing at the time the Order is placed and for use by the Buyer in the ordinary course of its business; .
- Will be free from defects in design, material and workmanship;
- Will correspond with any relevant Specification or sample; and
- Will comply with all statutory requirements and regulations relating to the sale of the Goods.
- Will comply with all statutory requirements relating to the Registration, Evaluation, Authorisation and restriction of Chemicals (REACH) European Regulation 1907/2006.
- 8.2 The Seller warrants to the Buyer that the Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality and using products of such high standards of quality, as it is reasonable for the Buyer to expect in all the circumstances.
- 8.3 Without prejudice to any other remedy, if any Goods or Services are not supplied or performed in accordance with the Contract (including, for the avoidance of doubt, by any specified or due date), then the Buyer shall be entitled:
- To require the Seller to repair the Goods or to supply the original or replacement - Goods or Services in accordance with the Contract within 7 days; or
- At the Buyer's sole option, and whether or not the Buyer has previously required the Seller to repair the Goods or to supply the original or any replacement Goods or Services pursuant to Condition 8.3.1, to treat the Contract as discharged by the Seller's breach and require the repayment of any part of the Price which has been paid and the Seller to collect any Goods already supplied, or, at the Seller's risk and expense, to return any Goods already supplied.
- 8.4 The Seller shall indemnify the Buyer in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Buyer (Whether to its own customers or otherwise) as a result of or in connection with:
- Breach of any warranty given by the Seller in relation to the Goods or the Services;
- Any claim that the Goods infringe, or their importation, use or resale, infringes, the patent, copyright, design right, trademark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Buyer;
- Any liability under the Consumer Protection Act 1987 in respect of the Goods;
- Any act or omission of the Seller or its employees, agents or sub-contractors in supplying, delivering or installing the Goods and/or performing the Services in accordance with the provisions of the Contract; and
- Any act or omission of any of the Seller's personnel in connection with the performance of the Services.
- 8.5 Neither the Seller nor the Buyer shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Goods or the Services, if the delay or failure was beyond that party's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party's reasonable control:
- Act of God, explosion, flood, tempest or fire;
- War or threat of war, sabotage, insurrection, civil disturbance or requisition;
- Acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
- Import or export regulations or embargoes.
- 9.1 The Buyer shall be entitled to cancel the Order in respect of all or part only of the Goods and/or the Services by giving notice to the Seller at any time prior to delivery or performance, in which event the Buyer's sole liability shall be to pay to the Seller the Price for the Goods or Services in respect of which the Buyer has exercised its right of cancellation, less the Seller's net saving of cost arising from cancellation.
- 9.2 The Buyer shall be entitled to terminate the Contract without liability to the Seller by giving notice to the Seller at any time if:
- The Seller commits an act of bankruptcy or makes any arrangement or composition with its creditors or (being a. company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or (reconstruction); or
- An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Seller; or
- The Seller ceases, or threatens to cease, to carry on business; or
- The Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.
- 10.1 The Buyer is a member of the group of companies whose holding company is Trifast Plc, and accordingly the Buyer may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Buyer.
- 10.2 The Order is personal to the Seller and the Seller shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Contract without the prior consent in writing of an authorised representative of the Buyer.
- 10.3 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
- 10.4 No waiver by the Buyer of any breach of the Contract by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.
- 10.5 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
- 10.6 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
- 10.7 The headings in these Conditions are for convenience only and shall not affect there interpretation.
- 10.8 The Contract shall be governed by the laws of England.
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