1. Acceptance
This order constitutes the offer of Premdor (“the Buyer”) to the recipient of this offer (“the Seller”) to purchase the goods the subject of this order (“the goods”) and becomes a binding contract on these terms and conditions when
- (i) it is accepted by the Seller by notice in writing to the Buyer or the Seller’s commencement of performance hereof and
- (ii) the Buyer has confirmed the order after such acceptance.
2. Conditions paramount
All orders so placed by the Buyer and accepted by the Seller shall be carried out by the Seller on these terms and conditions. If any documents sent by the Seller to the Buyer have printed on them any other conditions, the same are only binding insofar as they are not different from these conditions and have been accepted in writing by the Buyer. Any waiver or failure of the Buyer to require strict compliance with these conditions in any respect shall not be deemed a waiver hereof in other respects.
3. Specifications
Any manufacturing or other specifications referred to in this order by the Buyer shall be treated as part of this order, and all goods furnished must conform to the Buyer’s specifications.
4. Warranties
(1) In performing this contract, the Seller, as a person supplying goods in the course of its business, shall exercise proper skill and judgment so as to ensure that the goods are fit for the Buyer’s purpose, the Buyer relying upon this provision. The Seller shall satisfy itself that the Seller understands the Buyer’s requirements so as to enable him to comply herewith and avoid delay on account of modifications required to meet the Buyer’s needs. The cost of any modification shall be deemed to be included in the price.
(2) The Seller expressly warrants all goods and items of equipment (including applicable the workmanship thereof) which are the subject of this order,
- (a) lo be of the quality, quantity, size, description and dimensions specified,
- (b) So be free from all defects, including latent defects,
- (c) to correspond with any samples provided by the Seller which have been approved by the Buyer and
- (d) to be capable of any standard of performance specified in the order. This warranty shall remain in full force and effect notwithstanding delivery, acceptance, or payment by the Buyer,
(3) The Seller shall indemnify and hold the Buyer harmless,
- (a) from any loss, damage or expense whatsoever that the Buyer may suffer from breach of any of these warranties,
- (b) from all claims, liens or charges which may be asserted against the goods, and
- (c) from all claims of whatsoever nature for damage injury to property or persons arising out of the act or omission or the negligence of the Seller its employees servants agents sub-contractors or others.
5. Rejection
The Buyer reserves the right to reject all or any part of the goods which the Buyer considers do not conform with Condition 4 or to the order and/or specifications submitted by the Buyer to the Seller and to return such rejected goods to the Seller at the Seller’s risk and expense. Without prejudice to any other remedy the Buyer may at its option have the rejected goods replaced at the purchase price stated in the order.
6. Price
The price quoted shall not be subject to change without the prior written consent of the Buyer and shall include such packing costs as are acceptable to the Buyer’s needs and the cost of delivery.
7. Invoices and payment
Invoices shall relate to one delivery only and be sent to the address notified to the Seller. Unless otherwise agreed payment shall be due 90 days after the end of the month in which delivery is made or receipt of a correct Invoice whichever is the later. A statement shall be rendered within 7 days after the end the month in which delivery is made and the Buyer shall be entitled to withhold payment until such statement is rendered. No interest charges penalties or losses at discount on overdue accounts will be accepted unless previously agreed in writing by the Buyer.
8. Substitutions
No substitutes for the materials or parts specified by the buyer shall be used without the Buyer’s consent.
9. Delivery
Each delivery must be accompanied by details of the exact quantity and description of the goods. Time shall be of the essence of the contract and shall start to run from the sale of acceptance by the Seller of the order or the date on which the Seller is placed in possession of such information and drawings as may be necessary to enable him to start work on the goods whichever may be the later. Delivery in instalments shall be permitted only with the prior consent of the Buyer.
10. Passing of risk and property
Until delivered and accepted by the Buyer the goods shall remain at the risks of the Seller who shall insure the same against all risks which can be reasonably contemplated. II shall be the Seller’s responsibility to unload its vehicles and deliver the goods into the Buyer’s premises. Subject to the Buyer’s right of rejection, the property in the goods shall pass to the Buyer upon delivery.
11. Assignment
The Seller may not assign or transfer or sub-contract this order or any rights or obligations under ii whether by operation of law or otherwise without the prior written consent of the Buyer.
12. Termination
If the Seller fails to make deliveries as hereby provided or commits any breach of these conditions or warranties or (being a body corporate) has a Receiver appointed or passes a resolution for winding up (other than for the purposes of amalgamation or reconstruction) or a Court makes an order to that effect or (being an individual) has a Receiving Order made against him or enters into any composition or arrangement with his creditors, the Buyer may, without prejudice to his other rights and remedies determine the contract in respect of all or any part of the undelivered part of this order and in respect of any other goods already delivered under the order which cannot be effectively and commercially used by reason of the Seller’s failure entirely to perform the contract or give any such receiver or liquidator or other person the option of carrying out the contract without any liability by the Buyer lo the Seller.
13. Guarantee
Without prejudice to any other remedy which the Buyer may have for breach of contract, if within the period after delivery named in the order or if no period is named within one year after delivery the Buyer gives notice in writing to the Seller of any defect in the goods which shall arise under proper use from faulty design materials or workmanship then the Seller shall with all possible speed replace or repair the goods so as to remedy the defects without cost to the Buyer.
14. Suspension and force majeure
If the performance of the contract by the Buyer shall be delayed by any circumstances or conditions beyond the Buyer’s control the order shall be suspended during such delay and shall again become operative upon the termination of the cause of such delay, provided that to meet any altered circumstances occasioned thereby the Buyer may make such variations to the terms of this order as are in its opinion reasonable. If the Seller does not agree thereto the Buyer may cancel this order so far as it remains unperformed but shall pay a proportionate part of the quoted price for work done and goods supplied. In the event of any dispute as to the proper proportion the matter shall be settled by the Buyer’s Auditors who shall act as experts and not arbitrators and whose decisions shall be final and binding.
15. Industrial property rights
The Seller warrants that the supply by the Seller and use by the Buyer of the goods specified in this order does not and will not infringe the Industrial property rights of every kind of any third party, save insofar as the goods supplied or the manufacture thereof are in accordance with any special requirements specified by the Buyer. The Seller undertakes lo indemnify the Buyer against all claims of every nature, arising from any infringement of such rights Patent rights to all improvements embodied in designs, tools patterns, drawings, information and equipment supplied by the Buyer under this order are reserved by the Buyer.
16. Governing law
The laws of England shall apply to the contract resulting from this order.
