In these conditions, unless the context requires otherwise:
1.1. “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller;
1.2. “Contract” means each and every contract between the Seller and the Buyer incorporating these Conditions;
1.3. “Delivery Date” means the date specified by the Seller when the goods are to be delivered;
1.4. “Goods” means the articles which the Buyer agrees to buy from the Seller;
1.5. “Price” means the price for the Goods;
1.6. “Purchase Order” shall mean the purchase order for the Goods and/or the Services incorporating these Conditions; 1.7. “Seller” means the firm, company or person also providing Goods or Services to the Buyer; and
1.8. “Services” means the services which the Buyer agrees to buy from the Seller.
2.1. These Conditions shall apply to all contracts for the sale of Goods and/or Services by the Seller to the Buyer to the exclusion of all other terms and conditions.
2.2. All orders for Goods and/or Services shall be deemed to be an offer by the Buyer to purchase Goods and/or Services pursuant to these Conditions.
2.3. Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Buyer.
3.1. The Price shall be the price stated in the Purchase Order. The Price is exclusive of VAT (which shall be due at the rate ruling on the date of the Seller’s invoice) but shall be inclusive of all other charges, taxes, levies or duties in relation to the Seller’s obligations under the Contract.
3.2. Payment of the Price and VAT shall be due within 60 days of the date of the invoice, save where the Seller has failed to fulfil its obligations under the Contract.
3.3. Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 1% above Barclays Bank plc’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgement.
4.1. The quality and description of the Goods shall be as set out in the Contract; they shall be of satisfactory quality, material and workmanship, be without fault, be fit for the intended purpose and conform in all respects with the Contract and any specifications supplier or advised by the Buyer to the Seller.
4.2. The Seller warrants that the Goods supplied will at the time of delivery correspond to the description given by the Seller.
4.3. Without prejudice to any other right or remedy which the Buyer may have if the Goods are not supplied in accordance with the Contract, the Buyer shall be entitled (whether or not any part of the Goods have been accepted by the Buyer) to rescind the Contract or to reject the Goods (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the Goods so returned shall be paid forthwith by the Seller.
4.4. The Buyer’s rights under these conditions are in addition to the statutory conditions implied by the Sale of Goods Act 1979.
5.1. Delivery of the Goods shall be made (carriage paid) to the Buyer’s address on the Delivery Date.
5.2. If the Goods are not delivered on the Delivery Date then, without prejudice to any other right which it may have, the Buyer reserves the right to terminate the Contract in whole or in part.
5.3. If the Goods are delivered to the Buyer in excess of the quantities ordered, the Buyer shall not be bound to pay for the excess and any excess will be and will remain at the Seller’s risk and will be returnable at the Seller’s expense.
6.1. Title shall pass on delivery of the Goods.
6.2. Risk shall pass on delivery of the Goods.
7.1. The Seller shall be deemed to have satisfied itself, before entering into the Contract, as to the nature and extent of the Services, the correctness and sufficiency of the rates and prices entered in the Purchase Order, general and local conditions and all other matters which could affect progress or performance of the Services. Any failure by the Seller to take account of matters which affect the Services will not relieve the Seller from its obligations under the Contract.
7.2. The Seller shall carry out the Services with all due care and diligence and with the skill expected of a reputable service provider experienced in the types of services to be provided under the Contract.
7.3. The Seller shall strictly adhere to any of the Buyer’s instructions or directions relating to the Services.
7.4. On completion of the Services or any part thereof, the Seller shall without delay clear and remove all equipment and materials provided by the Seller.
7.5. At any time prior to completion of the Services or any part thereof by the Seller, the Buyer shall have the right (but not the obligation) to access, test and inspect the Services and all documentation relating thereto. Notwithstanding any testing or inspection the Seller shall remain fully responsible for the Services provided.
7.6. If the Buyer shall have any reason to be of the opinion that the Services or any part thereof does not conform or is unlikely to conform with the Contract or any specifications supplied or advised by the Buyer to the Seller, the Buyer shall inform the Seller and the Seller shall immediately take all necessary action, at no cost to the Buyer to ensure conformity with the Contract.
7.7. The Buyer may within 12 months from completion of the Services give notice to the Seller that: (a) the Services or any part thereof has not been performed in accordance with or fails to meet the requirements of the Contract; and/or (b) damage has occurred as a result of the Services provided by the Seller. In consideration of the payments specified in the Purchase Order, the Seller shall forthwith upon receipt of such notice, and at its own cost, repair or replace the same. If the Seller re-performs, repairs or replaces any part of the Services the provisions of this clause shall apply to such part until the expiry of 12 months from the date of such renewal or replacement.
8.1. In this clause, a reference to the Buyer shall include the Buyer’s subsidiaries, and the provisions of this clause shall be for the benefit of the Buyer and each such subsidiary, and shall be enforceable by each such subsidiary, in addition to the Buyer.
8.2. The Seller shall indemnify the Buyer 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 reasonable professional costs and expenses) suffered or incurred by the Buyer arising out of or in connection with: (a) any breach of the warranty contained in clause 4.2; (b) the Seller’s breach or negligent performance or non-performance of this agreement; (c) any claim made against the Buyer by a third party arising out of or in connection with the provision of the Services and/or the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the Seller, its employees, agents or subcontractors; (d) any claim made against the Buyer by a third party for death, personal injury or damage to property arising out of or in connection with defective Goods, to the extent that the defect in the Goods is attributable to the acts or omissions of the Seller, its employees, agents or subcontractors.
8.3. This indemnity shall not cover the Buyer to the extent that a claim under its results from the Buyer’s negligence or wilful misconduct.
8.4. If a payment due from the Seller under this clause is subject to tax (whether by way of direct assessment or withholding at is source), the Buyer shall be entitled to receive from the Seller such amounts as shall ensure that the net receipt, after tax, to the Buyer in respect of the payment is the same as it would have been were the payment not subject to tax.
9.1. Nothing in these Conditions shall limit or exclude the Buyer’s liability for:
(a) death or personal injury caused by negligence, or the negligence of its employees, agents or sub-contractors (if applicable); or
(b) fraud or fraudulent misrepresentation; or
(c) any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
9.2. Subject to clause 9.1:
(a) the Buyer shall not be liable to the Seller, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or indirect or consequential loss arising under or in connection with the Contract; and
(b) the Buyer’s total liability to the Seller in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price of the Goods or Services provided under the Contract for which the liability arises.
11.1 Assignment and sub-contracting
(a) The Buyer may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights under the Contract and may sub-contract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
(b) The Seller shall not, without the prior written consent of the Buyer, assign, transfer, charge, sub-contract or deal in any manner with al or any of its rights or obligations under the Contract.
(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. 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.
(b ) Unless specifically provided otherwise. Rights arising under the Contract are cumulative and do not exclude rights provided by law.
(a) If a court or any other 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 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.
11.4 No partnership Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as an agent for, or to bind, the other party in any way.
11.5 Third parties A person who is not a party to the Contract shall not have any rights under or in connection with it.
11.6 Variation Any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Seller