PPSGB ("The Seller") Conditions of Sale
A. These Conditions alone shall govern and be incorporated in every contract for the sale of goods made by or on behalf of the Seller with any customer ("The Buyer"). They shall apply in place of and prevail over any terms or conditions, (whether or not in conflict or inconsistent with these Conditions), contained or referred to in any documentation submitted by the Buyer or in correspondence or elsewhere or implied by trade custom, practice or course of dealing unless specifically excluded or varied in writing by a director or other authorised representative of the Seller and any purported provisions to the contrary are hereby excluded or extinguished.
B. Acceptance by the Buyer of delivery of the goods shall (without prejudice to Condition 2 or any other manner in which acceptance of these Conditions may be evidenced) be deemed to constitute unqualified acceptance of these Conditions.
C. If, subsequent to any contract of sale which is subject to these Conditions, a contract of sale is made with the same buyer without reference to any conditions of sale or purchase, such contract howsoever made shall be deemed to be subject to these Conditions.
2. QUOTATIONS AND ACCEPTANCE:
A. A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or revise a quotation at any time prior to the Seller's acceptance of the Buyer's order.
B. The Seller's acceptance of the Buyer's order (including telephone orders) shall be effective only where such acceptance is made on the Seller's printed Order Acceptance form duly countersigned by an authorised representative of the Seller.
A. The prices payable for the goods shall be those set out in the Seller's list prices current at the time of despatch. The Seller shall have the right at any time to withdraw any discount from its normal prices and/or to revise prices to take account of inflation and/or increases in costs including (without limitation) costs of any goods, materials, carriage, labour or overheads, the increase or imposition of any tax duty or other levy, variation in the quantity of goods ordered, and any variation in exchange rates.
B. Unless otherwise specified VAT and any other tax or duties payable to the Buyer shall be added to the price.
4. TERMS OF PAYMENT:
Subject (where appropriate) to Condition 7 - Export Sales:
A. Payment of invoices shall unless otherwise agreed in writing be made in full without any deduction or set off before the 30th day of the month following the month of delivery. Time of payment shall be of the essence of all contracts between the Buyer and the Seller to which these Conditions apply. The Seller reserves the right to suspend the provision of goods to the Buyer where any amounts are overdue under any contract with the Buyer until all such amounts have been paid. The Buyer shall not be entitled to withhold payment of any amount due to the Seller by reason of any payment, credit, set off or counter claim.
B. Any extension of credit allowed to the Buyer may be changed or withdrawn at any time.
C. Interest shall be payable on overdue accounts at the rate of 3% over Lloyds TSB Bank PLC base rate from time to time to run from the due date for payment thereof until receipt by the Seller of the full amount whether before or after judgement.
D. If in the opinion of the Seller the credit worthiness of the Buyer shall have deteriorated prior to delivery of the goods the Seller may require full or partial payment of the price prior to such delivery or the provision of security for payment by the Buyer in a form acceptable to the Seller.
E. Notwithstanding any purported contrary apportionment by the Buyer all payments made by the Buyer to the Seller shall be apportioned first to goods which have been resold by the Buyer and then to goods which remain in the possession or under the control of the buyer.
F. All collection costs incurred in the recovery of overdue accounts will be payable by the Buyer.
A. Delivery or despatch dates mentioned in any quotation, acknowledgement or order, or elsewhere are approximate only and not of any contractual effect (unless specifically stated in writing by a duly authorised official of the Seller to be otherwise) and the Seller shall not be under any liability to the Buyer in respect of any failure to deliver on any particular date or dates. Time for delivery shall not be of the essence of any contract to which these Conditions apply and shall not be made so by the service of any notice.
B. Delivery shall be the Buyer's premises unless otherwise stipulated or agreed by the Seller. If the Buyer collects the goods from the Seller's premises then delivery shall be at the Seller's premises. The Seller will charge for delivery unless the price is expressed as being inclusive of delivery charges.
C. If the Buyer refuses or fails to take delivery of goods tendered in accordance with the contract or fails to take any action necessary on its part for delivery and/or shipment of the goods the Seller shall be entitled to terminate the contract with immediate effect, to dispose of the goods as the Seller may determine, and to recover from the Buyer any loss and additional costs incurred as a result of such refusal or failure (including without limitation storage costs from the due date of delivery).
D. Unless otherwise expressly agreed the Seller may effect delivery in one of more instalments. Where delivery is effect by instalments each instalment shall be treated as a separate contract covered by these Conditions.
Subject where appropriate to Condition 7:-
A. Where goods are delivered at the Seller's premises risk therein shall pass to the Buyer upon transfer of the goods to the Buyer or the Buyer's carrier or 14 days from the Seller notifying the Buyer that the goods are available for collection whichever first occurs.
B. Where goods are to be delivered by the Seller's own transport or by a carrier on behalf of the Seller risk therein shall pass to the Buyer upon delivery. The Seller shall advise the Buyer of the scheduled date of despatch.
C. From the time of delivery until property in the goods passes to the Buyer in accordance with Condition 8 the Buyer shall insure the goods for their full value with a reputable insurance office. Upon request, the Buyer shall use reasonable endeavours to have the Seller's interest in the goods noted on the insurance policy. Until property in the goods passes to the Buyer the Buyer shall hold the proceeds of any claim on such insurance policy on trust for the Seller and shall forthwith account to the Seller with such proceeds.
PPSGB reserves the right to change, modify or discontinue any product listed. Images may be slightly different than actual products. Protection House, Sherbourne Drive, Tilbrook, Milton Keynes, MK7 8HX, Phone: (+44) 01908 272240
7. EXPORT SALES:
A. In any case where goods are sold CIF or FOB or on the basis of other international trade terms the meaning given to such terms in the I.C.C. incoterms (as revised from time to time) shall apply except where inconsistent with any of the provisions contained in these Conditions.
B. Section 32(2) of the Sale of Goods Act 1979 shall not apply. The Seller shall not be required to give the Buyer the notice specified in Section 32(3) of that Act.
C. Unless otherwise agreed the price of any goods sold pursuant to an international supply contract (as defined by Section 26 of the Unfair Contract Terms Act 1977) shall be secured by an irrevocable letter of credit satisfactory to the Seller established by the Buyer in favour of the Seller immediately upon receipt of the Seller's Order Acceptance form and confirmed by a United Kingdom bank acceptable to the Seller. The letter of credit shall be for the price payable for the goods (together with any tax or duty payable) to the Seller and shall be valid for at least 6 months or such longer period as shall have been estimated by the Seller for delivery. The Seller shall be entitled to payment on presentation to such United Kingdom Bank of the documents specified by the Seller.
A. Notwithstanding delivery and passing of risk, the goods shall remain the property of the seller until such time as the buyer shall have paid to the seller the agreed price (together with any accrued interest) and all other amounts owed by the buyer to the seller in respect of any other contract for the sale of goods.
Until property in the goods has passed the Buyer shall be in possession of the goods in a fiduciary capacity and shall:
(a)not part with possession of the goods otherwise than in accordance with Condition 8F;
(b)take proper care of the goods and take all reasonable steps to prevent any damage or deterioration of them;
(c)keep the goods free from any charge, lien or other encumbrance and store the goods in such a way to show clearly that
they belong to the Seller;
(d) notify the Seller forthwith upon the happening of any of the events set out in Conditions 17A; and (e)give the Seller such information relating to the goods as the Seller may from time to time require.
The Seller reserves the right to immediately repossess and resell any goods to which it has retained title and the Seller's consistent to
the Buyer's possession of the goods and any right the Buyer may have to possession of the goods shall in any event cease:
(a)if any sum owed by the Buyer to the Seller (whether in respect of the goods or otherwise) is not paid to the Seller by the date when it is due; or
(b)upon the happening of any of the events set out in Conditions 17A; or
(c)if the Buyer commits a breach of any contract with the Seller.
D. The Buyer hereby grants an irrevocable right and licence to the Seller and its servants and agents to enter upon all or any of the Buyer's premises with or without vehicles during normal business hours for the purpose of inspecting and/or repossessing goods to which it has retained title. This right and licence shall continue to subsist notwithstanding the termination for any reason of any contract which is subject to these Conditions and is without prejudice to any accrued rights of the Seller under such contracts or otherwise.
E. Subject to the terms hereof, the Buyer is licensed by the Seller to process goods to which the Seller has retained title in such fashion as it may wish and/or to incorporate them in or with any other products subject to the express condition that the new product or products or any other chattel whatsoever containing any part of the said goods shall become the sole and exclusive property of the Seller and shall be separately stored and marked by the Buyer to show clearly that they belong to the Seller. The Seller shall hold the new product or products as trustee for itself and the Buyer and the Seller's interest as a beneficiary of the trust shall be equal to the total of all amounts owing by the Buyer to the Seller under any contract for the sale of goods.
F. The Buyer shall be at liberty and may in the ordinary course of its business sell and deliver the goods or any product produced with the Seller's goods to any third party as Seller's bailee and in fiduciary capacity and provided that the entire proceeds of the sale are held in trust for the Seller and are not mingled with any other monies and shall at all times be identifiable as the Seller's monies. The Buyer agrees immediately upon being so requested by the Seller to assign to the Seller all rights and claims which the Buyer may have against its customers arising from such sales until payment is made in full as aforesaid.
G. Notwithstanding the provisions of this Condition 8 the Seller shall be entitled to bring an action against the Buyer for the price of the goods in the event of non-payment by the Buyer by the due date even though property in the goods has not passed to the pass property in the goods to the buyer as from the date of such notice.
H. The colour of the goods shall be subject to reasonable variations.
10. THIRD PARTY RIGHTS:
A. The buyer shall indemnify the seller against any and all claims, liabilities, costs and expenses incurred by or made against the Seller as a direct or indirect result of the carrying out of any work required to be done on or to the goods in accordance with the requirements or specifications of the Buyer involving any infringement or alleged infringement of any rights of any third party.
B. In respect of the international supply contracts (as defined by Section 26 of the Unfair Contract Terms Act 1977) only, the seller shall have no liability to the buyer in the event of goods infringing or being alleged to infringe the rights of any third party.
In respect of all other sales, if at any time any allegation of infringement of letters patent, copyright or design rights is made in respect of the goods or if in the Seller's reasonable opinion such an allegation is likely to be made, the Seller may at its option and at its own expense:
(i) modify or replace the goods without detracting from overall performance thereof, so as to avoid the infringement; or
(ii) procure for the Buyer the right to continue to use the goods; or
(iii) repurchase the goods at the price paid by the Buyer less depreciation at such rate as is applied by the Seller to its own equipment.
C. The Buyer shall indemnify the Seller against any and all liabilities, claims and costs made incurred by or made against the Seller by reason of any alteration or addition made to the goods by the Buyer.
D. The Buyer shall notify the Seller forthwith of any claim made or action brought or threatened alleging infringement of the rights of any third party. The Seller shall have control over and shall conduct any such proceedings in such manner as it shall determine. The Buyer shall provide all such reasonable assistance as the Seller may request. The cost of any such proceedings shall be borne in such proportions as the parties shall determine.
E. Where the Seller or its employees or agents design the goods pursuant to a commission from the Buyer (whether in consideration of an order or otherwise) then any copyright or design rights created in relation to the goods shall vest in the Seller and Buyer agrees that it shall do any acts and execute any documentation required by the Seller to secure vesting of title to such copyright or design rights in the Seller except where otherwise expressly agreed in writing between the Seller and the Buyer.
A. The seller shall not be liable to the buyer:-
(i) For non-delivery unless a written claim is received by the seller within 7 days from the date of the seller's invoice or advice note, whichever is the earlier;
(ii) For shortages in quantity delivered unless the buyer notifies the seller of any claim for short delivery within 3 days of receipt of the goods;
(iii) For damage to or loss of the goods or any part of them in transit (where the goods are carried by the seller's own transport or by a carrier on behalf of the seller) unless the buyer shall notify the seller of any such claim within 3 days of receipt of the goods or the scheduled date of delivery whichever shall be the earlier;
(iv) For defects in the goods caused by fair wear and tear, abnormal or unsuitable conditions of storage or use or any act, neglect or default of the buyer or of any third party;
(v) For other defects in the goods unless notified to the seller within 1 month of receipt of the goods by buyer or where the defect would not be apparent on reasonable inspection within 12 months of delivery.
(i) Where liability is accepted by the seller under condition 11.1 the seller's only obligation shall be at its option to make good any shortage or non-delivery and/or as appropriate to replace or repair any goods found to be damaged or defective and/or to refund the cost of such goods to the buyer.
(ii) The seller's aggregate liability to the buyer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstance exceed the cost of the defective, damaged or undelivered goods which give rise to such liability as determined by net price invoiced to the buyer in respect of any occurrence or series of occurrences.
Subject to this condition 11:
(i) All conditions, warranties and representations expressed or implied by statute common law or otherwise in relation to the goods are hereby excluded; and the seller shall be under no liability to the buyer for any loss damage or injury, direct or indirect, resulting from defects in design, materials, or workmanship or otherwise howsoever arising (and whether or not caused by the negligence of the seller its employees or agents) other than liability for death or personal injury resulting from the seller's negligence;
(ii) The seller shall have no liability for any indirect or consequential losses or expenses suffered by the buyer, howsoever caused, and including without limitation loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims.
The Seller's prices are determined on the basis of the limits of liability set out in this Condition. The Buyer may by written notice to
the Seller request the Seller to agree a higher limit of liability provided insurance cover can be obtained for such higher limit. The Seller shall effect insurance up to such limit and the Buyer shall pay upon demand the amount of any and all premiums. The Buyer shall disclose such information as the insurers shall require. In no case shall the Buyer be entitled to recover from the Seller more than the amount received from the insurers.
12. SPECIFICATIONS AND INFORMATION:
A. Unless expressly agreed in writing by the Seller all drawings, designs, specifications and particulars of weights and dimensions submitted by the Seller are approximate only and the Seller shall have no liability in respect of any deviation from them. The Seller accepts no responsibility for any errors omissions or other defects in any drawings, designs or specifications not prepared by the Seller and the Seller shall be indemnified by the Buyer against any and all claims liabilities costs and expenses incurred by the Seller arising from them. Notifications of any special purpose for which the goods are to be put by the Buyer shall only be deemed to have been made if in writing and delivered to the Buyer before deliver.
B. All drawings, designs, specifications and information submitted by the Seller shall be treated as confidential and shall not be disclosed to any third party without the Seller's written consent or used by the Buyer other than for purposes authorised by the Seller.
A. The Buyer shall meet the cost of any special packaging requested by the Buyer or any packaging rendered necessary by delivery by any means other than the Seller's normal means of delivery. The Buyer shall unless otherwise agreed be solely responsible for the disposal of all packaging in accordance with all regulations (whether statutory or otherwise) relating to the protection of the environment.
B. The Seller shall be entitled to invoice the Buyer for the cost of all pallets and other returnable packaging materials unless the same are returned to the Seller in good condition carriage paid within 30 days of the date of delivery.
14. LICENCES AND CONSENTS:
A. If any licence or consent of any government or other authority shall be required for the acquisition, carriage or use of the goods by the Buyer the Buyer shall obtain the same as its own expense and if necessary produce evidence of the same to the Seller on demand. Failure to obtain any licence or consent shall not entitle the buyer to withhold or delay payment of the price. Any additional expenses or charges incurred by the Seller resulting from such failure shall be for the Buyer's account.
15. FORCE MAJEURE:
A. The Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of goods by the Seller being prevented, hindered, delayed, cancelled or rendered uneconomic by reason of circumstances or events beyond the Seller's reasonable control ("force majeure circumstances") including but not limited to act of God, war, riot, strike, lock-out, trade dispute or labour disturbance, accident, break-down of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of the goods or of raw materials by the Seller's normal source of supply or the manufacture of the goods by the Seller's normal means or the delivery of the goods by the Seller's normal route or means of delivery.
B In force majeure circumstances the Seller may in its sole discretion terminate any contract for the supply of goods pursuant to these Conditions or cancel delivery of goods to the Buyer or may, with the agreement of the Buyer, deliver goods at an agreed rate of delivery commencing after any suspension of deliveries.
C. If due to force majeure circumstances the Seller has insufficient stocks to meet all its commitments the Seller may apportion available stocks between its customers at its sole discretion.
A. Any samples supplied to the Buyer are supplied solely for information and in no way import any express or implied conditions or warranties as to quality, description, fitness for purpose or merchantable quality and the Buyer shall be deemed to have satisfied itself as to such matters prior to ordering the goods.
A. If the Buyer (being an individual) enters into a voluntary arrangement or if a petition is presented to the making of a bankruptcy order against him or if he compounds with his creditors or if (being a company) an application for an order is made or a resolution is passed for the winding-up of the Buyer (otherwise than for the purposes of amalgamation or reconstruction previously approved in writing by the Seller) or if a meeting is called to approve the appointment of a liquidator to the Buyer or if a petition is presented to the Court for the appointment of a liquidator to the Buyer or if a receiver, manager, administrative receiver or an administrator is appointed or a petition is presented to the Court for the appointment of an administrator to the Buyer or over any part of the Buyer's undertaking or if circumstances arise which might entitle the Court or a creditor of the Buyer to appoint a receiver, manager, administrative receiver or administrator or which might entitle the Court to make a winding-up order or if the Buyer takes or suffers any similar or analogous action in consequence of debt or commits a breach of any contract between the Seller and the Buyer the Seller may without prejudice to any of its other rights stop any goods in transit and/or suspend further deliveries to the Buyer and/or exercise its rights under Condition (8) and/or by notice in writing to the Buyer terminate any contract with the Buyer.
B. Upon termination of any contracts pursuant to Condition 17.1 any indebtedness of the Buyer to the Seller shall become immediately due and payable and the seller shall be relieved of any further obligation to supply any goods to the Buyer pursuant to such contracts.
A. None of the rights or obligations of the Buyer under these Conditions may be assigned or transferred in whole or in part without the prior written consent of the Seller.
19 HEALTH AND SAFETY AT WORK:
A. The Buyer agrees to pay due regard to any information supplied by the Seller and relating to the use for which the goods are designed or have been tested or concerning conditions necessary to ensure that they will be safe and without risk to health at all times when they are being set, used, cleaned or maintained by any person at work, and the Buyer undertakes to take such steps as may be specified by the above information to ensure that as far as reasonably practicable the goods will be safe and without risks to health at all times as are mentioned above.
A. The Seller shall be entitled to a general lien on all goods and property owned by the Buyer in the Seller's possession (although the Buyer may have paid for the same in full) in satisfaction of the whole or part as the case may be of the unpaid price of any goods sold and delivered to the Buyer under any contract. The Seller shall be entitled to offset any sum or sums owing to it from the Buyer against any sums owed to the Buyer by the Seller.
A. Failure by the Seller to exercise or enforce any rights under any contract subject to these Conditions shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement of such right at any time thereafter.
A. Any notice hereunder shall be deemed to have been duly given if sent by prepaid first class post, telex or telegraph to the party concerned at its last known address. Notices sent by first class post shall be deemed to have been given seven days after despatch and notices sent by telex or telegraph shall be deemed to have been given on the date of despatch.
23. GOVERNING LAW:
A. Any contract to which these Conditions apply shall be governed by and construed in accordance with the Laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.
A. Goods remain the property of the purchaser as soon as the payment has been made in full by the purchaser. The purchaser is responsible for ensuring the product is disposed of/or maintained in a condition that meets all the laws in the jurisdiction in which the goods are used or remain.
"We may deliver goods by separate installments. Each separate installment shall be invoiced and paid for in accordance with the provisions of the applicable contract. Each installment delivery will be a separate contract and no cancellation or termination by either party of any one contract relating to an installment will entitle you to repudiate or cancel any other contract or installment.
Each invoice raised by us to you will be payable in full, without deduction or set off, in accordance with our standard payment terms. You agree that you will not be entitled to set off any claim against an invoice:-
•unless you have notified us in writing within 14 days of delivery of any defect or shortage in the goods delivered;
•any claim arising out of the supply of goods under a contract other than that which gave rise to the debt forming the subject matter of the invoice"].
STANDARD TERMS AND CONDITIONS
FOR PURCHASE OF GOODS AND/OR SERVICES
OF PPSGB Ltd
In this document the following words shall have the following meanings:
1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable Purchase Order;
1.2 "Buyer" means PPSGB Ltd, Protection House, Sherbourne Drive, Tilbrook, Milton Keynes, Bucks, MK7
1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 "Purchase Order" means the standard Buyer document which includes or is attached to a statement of work describing the goods and/or services to be provided by the Supplier and which provides a maximum value payable by the Buyer to the Supplier;
1.5 "Supplier" means the organisation or person who supplies goods and/or services to the Buyer;
1.6 "Supplier Personnel" means any employee or contractor supplied by the Supplier to provide services.
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and/or services by the Supplier pursuant to one or more Purchase Order.
2.2 Where it is agreed that the Supplier shall supply goods and/or services, the goods and/or services to be supplied, the price payable and any other special terms agreed between the parties shall be set out in the Purchase Order. All Purchase Orders shall be subject to these Terms and Conditions.
2.3 No changes or variations to these Terms and Conditions or any Purchase Order shall be effective unless agreed in writing between the parties.
3 PRICE AND PAYMENT
3.1 The price and any taxes and expenses for the goods and/or services shall be as specified in the Purchase Order.
3.2 An invoice shall be produced by the Supplier to the Buyer in accordance with the terms set out in the Purchase Order. The Buyer shall pay for the goods and/or services at the end of the month following the month in which the goods and/or services are supplied or in which the invoice is received, whichever is the later. In no circumstances shall the time for payment be of the essence of the Agreement.
3.3 The Buyer shall not be responsible for any expenses, charges or price other than those set out in the Purchase Order.
3.4 In the event of late payment by the Buyer, the Supplier shall be entitled to charge the Buyer interest at the rate of 2% per annum above the base rate of the Bank of England, from the date when payment becomes due from day to day until the date of payment.
3.5 If the parties agree that the Supplier is to provide goods and/or services or resources in addition to those specified in a Purchase Order, then such agreement will be reflected in a further Purchase Order, which will be deemed incorporated into this Agreement.
3.6 Once a Purchase Order has been agreed by the Buyer the price for the goods and/or services shall be fixed.
4.1 The Supplier warrants and guarantees that all goods and materials supplied under this Agreement shall be free from any defects, patent or latent, in material and workmanship, conform to applicable specifications and drawings and, to the extent that detailed designs were not provided to the Buyer, will be free from design defects and in every aspect suitable for the purposes intended by the Buyer, as to which the Supplier hereby acknowledges that it has had due notice. The approval by the Buyer of any designs provided by the Supplier shall not relieve the Supplier of its obligations under any provision contained in this Clause.
4.2 The Supplier’s obligations under this Clause shall extend to any defect or non-conformity arising or manifesting itself within 12 Months from delivery.
4.3 Where there is a breach of the warranty contained in this Clause by the Supplier, the Buyer, without thereby waiving any rights or remedies otherwise provided by law and/or elsewhere in this Agreement, may require the Supplier to repair or replace the defective goods at the Supplier’s risk and expense or repay the price or part of the price relating to the defect to the Buyer.
4.4 Items repaired or replaced shall be subject to these Terms and Conditions in the same manner as those originally delivered under this Agreement. If the Supplier refuses or fails promptly to repair or replace items when requested under this provision, the Buyer may itself, or through an agent or sub-contractor, or otherwise, repair or replace any item itself and the Supplier agrees to reimburse the Buyer for any costs or expenses incurred.
5.1 Delivery of the goods shall be made to such location as the Buyer shall direct. Carriage shall be paid for by the Supplier (unless agreed otherwise). Any time agreed between the parties for such delivery shall be of the essence of the Agreement and the Buyer shall be entitled to cancel, without notice, the whole or any part of this Agreement if this Clause is not complied with by the Supplier.
5.2 Where the Buyer cancels the whole or part of the contract in accordance with Clause 5.1:
5.2.1 all sums payable by the Buyer in relation to the whole or part of the contract cancelled shall cease to become payable;
5.2.2 all sums paid by the Buyer in relation to the whole or part of the contract cancelled shall be repaid by the Supplier immediately;
5.2.3 the Buyer shall be entitled to recover damages from the Supplier for any loss caused as a result of the Supplier’s failure to deliver the goods and/or as a result of the cancellation of the whole or part of the contract.
6.1 The Supplier warrants that it has good title to the goods and that it will transfer such title as it may have in the goods to the Buyer pursuant to Clause 6.2.
6.2 Title in the goods will pass to the Buyer when the goods are unconditionally appropriated (by either party or by or with the consent of either party) to this Agreement, or on delivery to the Buyer, whichever happens first.
The goods will be and shall remain at the Supplier’s risk until such time as they are delivered to the Buyer (or at his direction), and are found to be in accordance with the requirements of this Agreement. It shall be the duty of the Supplier at all times to maintain a contract of insurance over the goods and, on request from the Buyer, to assign to the Buyer the benefits of such insurance.
8 INSPECTION OF GOODS
8.1 The Buyer shall inspect the goods upon delivery.
8.2 Where goods are damaged the Buyer shall notify the Supplier. The Buyer may reject the damaged goods and the following provisions shall apply:
8.2.1 the Supplier shall collect the damaged goods from the Buyer at the Supplier’s expense;
8.2.2 during the period between delivery of the goods to the Buyer and collection by the Supplier, the Buyer shall not be liable for any loss or further damage caused to the damaged goods;
8.2.3 all sums payable by the Buyer in relation to the damaged goods shall cease to become payable;
8.2.4 all sums paid by the Buyer in relation to the damaged goods shall be repaid by the Supplier immediately;
8.2.5 the Buyer shall be entitled to claim damages from the Supplier for any losses caused to the Buyer as a result of the goods being damaged.
8.3 Where there are shortages in the order the Buyer shall notify the Supplier and the following provisions shall apply:
8.3.1 all sums payable by the Buyer in relation to the missing goods shall cease to become payable;
8.3.2 all sums paid by the Buyer in relation to the missing goods shall be repaid by the Supplier immediately;
8.3.3 the Buyer shall be entitled to claim damages from the Supplier for any losses caused to the Buyer as a result of the shortages.
8.4 If the Buyer so requests, the Supplier shall immediately replace damaged goods or supply goods which are missing at the Supplier’s expense or the Buyer shall be entitled to cancel, without notice, the whole or any unexecuted part of the order and the rights referred to in Clause 5.2 shall apply.
8.5 Where there is an excess of goods in relation to the order the Buyer may reject the excess goods by notice in writing to the Supplier and the following provisions shall apply:
8.5.1 the Supplier shall collect the excess goods from the Buyer at the Supplier’s expense;
8.5.2 during the period between delivery of the goods and collection by the Supplier, the Buyer shall not be liable for any loss or damage caused to the excess goods;
8.5.3 no sum shall be due to the Supplier for the excess goods and in the event that sums are paid to the Supplier for the excess goods, the Supplier shall repay such sums to the Buyer immediately.
8.6 The Buyer may accept excess goods by notifying the Supplier of such acceptance and the price of the excess goods shall be payable by the Buyer.
8.7 The Supplier shall repair or replace free of charge, goods damaged or lost in transit upon receiving notice to that effect from the Buyer.
8.8 The Buyer’s signature on any delivery note of the Supplier is evidence of the number of packages received only and not evidence of the correct quantity of goods received or that the goods are in a good condition or of the correct quality.
9 SUPPLIER’S OBLIGATIONS
9.1 The Supplier warrants, represents and undertakes that:
9.1.1 all services performed under this Agreement shall be performed with all due skill and care, in a good and workmanlike manner and otherwise in line with best practice within its industry ("Best Industry Practice");
9.1.2 the Supplier Personnel will possess the qualifications, professional competence and experience to carry out such services in accordance with Best Industry Practice;
9.1.3 the services will not in any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties of non-disclosure or other rights of any third parties; and
9.1.4 it has full capacity and authority to enter into this Agreement and that it has or will obtain prior to the commencement of the services, any necessary licences, consents and permits required of it for the performance of the services.
9.2 The Supplier shall provide the Buyer with such progress reports, evidence or other information concerning the services as may be requested by the Buyer from time to time.
9.3 The Supplier shall be responsible for maintaining such insurance policies in connection with the provision of the services as may be appropriate or as the Buyer may require from time to time.
9.4 The Supplier shall procure that the Supplier Personnel take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Buyer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage or injury caused to the Buyer or any third party by the Supplier Personnel.
10 STATUS AND LIABILITIES
10.1 It is expressly understood that neither the Supplier nor the Supplier Personnel have the authority to act as agent for the Buyer or to contract on the Buyer’s behalf.
10.2 The Supplier Personnel shall at no time be deemed to be employed or otherwise engaged by the Buyer.
10.3 The Supplier shall be responsible for paying the Supplier Personnel and for making any deductions required by law in respect of income tax and National Insurance contributions or similar contributions relating to the provision of the services. The Supplier agrees to indemnify the Buyer in respect of any claims that may be made by the relevant authorities against the Buyer in respect of tax demands or National Insurance or similar contributions relating to the provision of the services by the Supplier.
10.4 The Supplier shall, and shall procure that the Supplier Personnel shall, comply with all applicable statutes, rules and regulations in providing the services, including all immigration and employment requirements imposed by any applicable jurisdiction, and the Supplier shall indemnify and hold harmless the Buyer from damages arising out of any failure to do so.
11.1 The Buyer may terminate this Agreement for any reason by providing 15 days prior written notice to the Supplier.
11.2 The Buyer may terminate this Agreement with immediate effect by providing written notice to the Supplier if:
11.2.1 the Supplier or the Supplier Personnel commit any material or persistent breach of this Agreement;
11.2.2 the Supplier fails to or refuses after written warning to procure that the Supplier Personnel provide the services properly required of them in accordance with this Agreement;
11.2.3 the Supplier passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
11.2.4 the Supplier ceases to carry on its business or substantially the whole of its business; or
11.2.4 the Supplier is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
The Supplier agrees to indemnify the Buyer against all claims, costs and expenses which the Buyer may incur and which arise, directly or indirectly, from the Supplier’s breach of any of its obligations under this Agreement.
13 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Buyer, and the Supplier shall do all that is reasonably necessary to ensure that such rights vest in the Buyer by the execution of appropriate instruments or the making of agreements with third parties.
14 FORCE MAJEURE
The Buyer shall not be liable for any delay or failure to perform any of its obligations under this Agreement if the delay or failure results from events or circumstances beyond its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, flood or industrial disputes, and the Buyer shall be entitled to a reasonable extension of its obligations.
15 RELATIONSHIP OF PARTIES
Nothing in this Agreement shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in this Agreement shall be deemed to construe either of the parties as the agent of the other.
The Supplier shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Buyer.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
No failure by the Buyer to enforce any of these Terms and Conditions shall constitute a waiver of its rights hereunder.
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Purchase Order or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
20 NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
21 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written.
22 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of [England] and the parties hereby submit to the exclusive jurisdiction of the [English] courts.