An Employee-owned company with a tradition of quality and reliability
(i) The term ‘Buyer’ shall mean the Person, Firm or Company so named in the Purchase Order.
(ii) The term ‘Seller’ shall mean the Person, Firm or Company to whom the Purchase Order is issued.
(iii) The word ‘Goods’ includes all Goods covered by the Purchase Order whether raw materials, process materials or fabricated products.
(iv) The term ‘Purchase Order’ shall mean Buyer’s Purchase Order which specifies that these conditions apply to it.
(v) The ‘Contract’ shall mean the contract between Buyer and Seller consisting of the Purchase Order, these conditions and any other documents (or parts thereof) specified in the Purchase Order. Should there be any inconsistency between the documents comprising the Contract they shall have precedence in the order herein listed.
The Goods shall:
(a) conform in every respect with the Purchase Order
(b) be sound design, material and workmanship and in accordance with the best professional practices. The Goods shall be strictly in accordance with the specification or, if no specification is stated, be in accordance with the relevant British Standard.
(c) be capable of any standard of performance specified in the Specification.
(d) if the purpose(s) for which they are required is (are) indicated in the Purchase Order either expressly or by implication, be fit for that purpose(s), and if not so indicated be fit for their ordinary purpose.
3 DELIVERY TIME
(a) The Seller shall deliver the Goods at the time(s) specified in the Purchase Order. Time shall be of the essence.
(b) If owing to any event of FORCE MAJEURE the Seller is unable to deliver the GOODS within the specified time, then provided that the Seller shall have given the Buyer notice in writing within seven (7) calendar days of such event claiming an extension of time, the Buyer may in its sole discretion grant to the Seller such extension of time as it considers reasonable.
(c) If the Goods or any part thereof are not delivered within the time(s) specified in the Purchase Order or any agreed extension of such time(s), the Buyer shall be entitled to terminate this Purchase Order in respect of the Goods or any part thereof.
(d) On such termination, the Buyer shall be entitled without prejudice to any other rights it may have to return to the Seller at the Seller’s risk and expense any of the Goods already delivered and to recover from the Seller any monies already paid by the Buyer in respect of such Goods and all other expenses to which the Buyer has been put in consistance of his decision to return the Goods.
4 INCORRECT DELIVERY
All Goods must be delivered at the delivery point specified in the Purchase Order. If Goods are incorrectly delivered Seller will be held responsible for any additional expense incurred in delivering them to their correct destination.
5 PASSING OF PROPERTY
The property and risk in the Goods shall remain in Seller until they are delivered at the point specified in the Purchase Order.
6 TERMS OF PAYMENT
Unless otherwise stated in the Purchase Order, payment will be made 60 days beyond month end following Purchase Order required delivery date, or date of receipt of Goods, or agreement of invoice, whichever is later. Value Added Tax, where applicable, shall be shown separately on all invoices as strictly nett extra charge.
7 LOSS OR DAMAGE IN TRANSIT
7.1 Buyer shall advise Seller and the Carrier (if known) in writing, otherwise than by a qualified signature on any Delivery Note, of any loss or damage within the following time limits:
(i) Partial loss, damage defects or non-delivery of any separate part of a consignment shall be advised within seven (7) days of date of delivery of the consignment of part consignment.
(ii) Non-delivery of whole consignment shall be advised within twenty one (21) days of notice of despatch.
7.2 Seller shall make good free of charge to Buyer any loss or damage to or defect in the Goods where notice is given by Buyer in compliance with this condition provided that Buyer shall not in any event claim damage in respect of loss of profits.
In the case of Goods delivered by Seller not conforming with the Contract whether by reason of being of quality or in a quantity measurement not stipulated or being unfit for the purpose for which they are required where such purpose has been made known in writing to the Seller, Buyer shall have the right to reject such Goods within a reasonable time of their delivery and to purchase elsewhere as near as practicable to the same Contract specifications and conditions as circumstances shall permit but without prejudice to any other right which Buyer may have against Seller. The making of payment shall not prejudice Buyer’s right of rejection. Before exercising the said right to purchase elsewhere Buyer shall give Seller reasonable opportunity to replace rejected Goods which conform to the Contract.
Seller shall not alter any of the Goods, except as directed in writing by Buyer, but Buyer shall have the right, from time to time during the execution of the Contract, by notice in writing to direct Seller to add or omit, or otherwise vary the Goods, and Seller shall carry out such variations and be bound by the same conditions, so far as applicable, as though the said variations were stated in the Contract. Where Seller receives any such direction from Buyer which would occasion an amendment to the Contract Price, Seller shall with all possible speed, advise Buyer in writing to that effect giving the amount of any such amendment, ascertained and determined at the same level of pricing as that contained in Seller’s tender. If, in the opinion of Seller, any such direction is likely to prevent Seller from fulfilling any of his obligations under the Contract he shall so notify Buyer and Buyer shall decide with all possible speed whether or not the same shall be carried out and shall confirm his instructions in writing and modify the said obligations to such an extent as may be justified. Until Buyer so confirms his instructions they shall be deemed not to have been given.
10 PATENT RIGHTS
Seller will indemnify Buyer against any claim for infringement of Letters, Patent, Registered Design, Trade Mark or Copyright by the use or sale of any article or material supplied by Seller to Buyer and against all costs and damages which Buyer may incur in any action for such infringement or for which Buyer may become liable in any such action. Provided always that this indemnity shall not apply to any infringement which is due to Seller having followed a design or instruction furnished or given by Buyer or to the use of such article or material in a manner or for a purpose or in a foreign country not specified by or disclosed to Seller, or to any infringement which is due to the use of such article or material in association or combination with any other article or material not supplied by Seller. And provided also that this indemnity is conditional on Buyer giving to Seller the earliest possible notice in writing of any claim being made or action threatened or brought against Buyer and on Buyer permitting Seller at Seller’s own expense to conduct any litigation that may ensue and all negotiations for a settlement of the claim. Buyer on his part warrants that any design or instruction furnished or given by him shall not be such as will cause Seller to infringe any Letters Patent, Registered Design, Trade Mark or Copyright in the execution of the Purchase Order.
11 FORCE MAJEURE
If a delivery by Seller, or the acceptance by Buyer of a Delivery, is delayed or prevented because the manufacture of the Goods or their delivery to Buyer’s works by usual route has been or is being prevented or hindered by circumstances beyond the reasonable control of the Seller, including any form of government intervention, strikes and lock-outs relevant to the Contract, delays by Sub-contractors (but only where such delays were beyond the control of the Sub-contractor concerned), such delivery shall be suspended, and if it cannot be made within a reasonable time after the due date, the delivery may be cancelled by either party, by letter or cable to the other. Where more than one delivery is to be made against the Purchase Order, deliveries not cancelled will be resumed as soon as the circumstances causing the delay cease, but, except where both parties otherwise agree, the period during which deliveries are to be made will not be extended. Buyer shall pay Seller such a sum as may be equitable in respect of work performed prior to cancellation.
12 INSPECTION AND TESTING
(a) Before despatching the Goods, the Seller shall carefully inspect them and perform any test defined in the Purchase Order and as may be required by applicable regulation. The Seller shall give the Buyer at least five (5) working days’ notice of such tests stating location and the Buyer shall be entitled to be represented thereat. The Seller shall also at the request of the Buyer supply to the Buyer a copy of the Seller’s test sheets certified by the Seller required standard.
(b) The Buyer or his authorised representative will be entitled to request additional or repetition of inspection and tests of the Goods during manufacture or storage or as otherwise set out in the Purchase Order. If the Buyer exercises this right the Seller shall provide or shall ensure the provision of all such facilities as may reasonably be required by the Buyer therefor. If the results of such additional or repeated inspection and tests show that the Goods comply with the Purchase Order requirements, Buyer shall reimburse at cost to Seller the expenses incurred for said inspection and tests. If the result of said inspection and tests show that the Goods do not, in the reasonable opinion of the Buyer’s authorised representative, comply with the Purchase Order requirements, the expenses of said inspection and tests and correction or rework of the Goods shall be borne by Seller without any effect on the delivery schedule.
(c) If as a result of any inspection or test under sub-clause (a) or (b) of this clause the Buyer’s authorised representative is of the reasonable opinion that the Goods do not comply with the requirements of Clause 5 hereof or are unlikely on completion of manufacture so to comply, he may inform the Seller accordingly in writing and if so the Seller shall within the time for delivery provided by the Purchase Order deliver, at his own expense, and without prejudice to any other rights of the Buyer, Goods which comply with the requirements of Clause 5 hereof in place of those rejected.
(d) The Goods may be inspected on behalf of the Buyer after delivery, to the Buyer and if found defective or inferior in quality to or different from the requirements of the Purchase Order (whether damaged or lost in transit or otherwise) they may be rejected. Goods so rejected under this sub-clause shall not be considered to have been delivered in accordance with the Purchase Order.
(e) Goods so rejected after the delivery shall be removed by the Seller at his own expense with eight (8) working days from the date of receipt of notification or rejection or within such other period as may be specifically provided by the Purchase Order. In the event of the Seller failing to remove them or any of them within such period as aforesaid the Buyer shall be at liberty to return the rejected Goods or any of them at the Seller’s risk and expense.
(f) This Clause shall be without prejudice to any other rights the Buyer may have in connection with the Goods being declared other than in accordance with the requirements of the Purchase Order.
(g) The making or failure to make or observe any inspection or examination or test of the Goods shall in no way relieve Seller of his obligation to conform to all the requirements of the Purchase Order.
The Purchase Order will be subject to expediting by the Buyer but this shall not absolve the Seller from his responsibility for expediting the progress of the Purchase Order and any of his orders to sub-vendors. Unless otherwise agreed Seller shall within twenty one (21) calendar days from receipt of Purchase Order send to Buyer Procurement Department a production programme covering engineering, issue of drawings and other documentation, sub-order placement and delivery, start, duration and finish of all major stages of manufacture, including examination, testing, inspection and delivery. Seller shall continuously update such programme and issue revisions immediately to reflect any agreed change(s) resulting from amendment(s) to the Purchase Order or from Seller’s action in executing the Purchase Order. Seller shall supply schedules, progress reports and unpriced copies of Seller’s Purchase Orders as required by Buyer for Buyer’s use in expediting. Seller shall notify Buyer in writing of any actual or anticipated delay immediately on their discovery. Such notice shall include cause, estimated period of delay and corrective actions being taken.
14 BUYER’S RIGHTS IN specifications, plans, drawing, patterns, etc
Any specifications, plans, drawing, patterns or designs supplied by Buyer to Seller in connection with the Contract shall remain the property of Buyer, and any information derived therefrom or otherwise communicated to Seller in connection with the Contract shall be regarded by Seller as secret and confidential and shall not, without the consent in writing of Buyer, be published or disclosed to any third party, or made use of by Seller except for the purpose of implementing the Contract.
15 RESPONSIBILITY FOR INFORMATION
Seller shall be responsible for any errors or omissions in any drawings, calculations, packing details or other particulars supplied by him, whether such information has been approved by Buyer or not, provided that such errors or omissions are not due to inaccurate information furnished in writing by Buyer.
16 ASSIGNMENT AND SUB-LETTING
The Contract shall not be assigned by Seller nor sub-let as a whole. Seller shall not sub-let any part of the work without Buyer’s written consent, which shall not be unreasonably withheld, but the restriction contained in this clause shall not apply to Sub-Contracts for materials, for minor details, or for any part of which the makers are named in the Contract. Seller shall be responsible for all work done and Goods supplied by all Sub-Contractors.
17 COPIES OF SUB-ORDERS
When Buyer has consented to the placing of Sub-Contracts, copes of each sub-order shall be sent by Seller to Buyer immediately they are issued.
Except where stated otherwise in Buyer’s Purchase Order, Seller shall protect any item or part that might deteriorate during transportation or storage.
19 FREE ISSUE MATERIALS
Where Buyer for the purposes of the Contract issues materials free of charge to Seller such materials shall be and remain the property of Buyer. Seller shall maintain all such materials in good order and condition subject in the case of tooling, patterns and the like to fair wear and tear. Seller shall use such materials solely in connection with the Contract. Any surplus materials shall be disposed of at Buyer’s discretion. Waste of such materials arising from bad workmanship or negligence of Seller shall be made good at Seller’s expense.
Seller 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 18 months from delivery, whichever shall be the shorter, where such defects occur under proper usage and are due to faulty design, Seller’s erroneous instructions as to use or erroneous use data, or inadequate or faulty materials or workmanship, or any other breach of Seller’s warranties, express 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 of tests (if any) whichever is appropriate after repair or replacement. Seller shall further be liable in damages (if any) in respect of each Purchase Order up to the limit of the price of the Goods covered by that Purchase Order provided that Buyer shall not in any event claim damages in respect of loss of profits.
If Seller becomes insolvent or (being a Company) makes an arrangement with its creditors or has a receiver appointed or commences to be wound up (other than for the purpose of amalgamation or reconstruction) Buyer may without prejudice to any other of his rights, terminate the Contract forthwith by notice to Seller or any person in whom the Contract may have become vested.
22 GENERAL CONDITIONS IN THE TENDER
No conditions submitted or referred to by Seller when tendering shall form part of the Contract unless otherwise agreed to in writing by Buyer.
The construction, validity and performance hereof shall be governed by the Law of England and all disputes which may arise under out of or in connection with or in relation to the Contract shall be submitted to the arbitration of the London Court of Arbitration under and in accordance with its Rules at the date hereof. The parties hereto agree that service of any notice in the course of such arbitration at their address as given in the Purchase Order shall be valid and sufficient.
24 MODERN SLAVERY & HUMAN TRAFFICKING
The Supplier, in accepting a Purchase Order from the Buyer, enters into an obligation to prevent slavery and human trafficking and will do all in its power to prevent slavery within its business and supply chain. The Supplier will comply with the UBH International Limited Modern Slavery and Human Trafficking Statement and Policy and are expected to promote similar standards in their own supply chain.