1. Definitions and Form of Contract
1.1 In this agreement the Buyer is Sleaford Building Services Ltd, and the Seller is the person, firm or company to whom the Purchase Order is issued to.
1.2 Goods are all goods that are covered / supplied by the purchase order and include raw materials, processed materials, manufactured materials, fabricated products or services in their entirety or in part.
2. Terms and Conditions
2.1 The Purchase Order shall only be valid if executed in this form unless any contrary provisions are confirmed in writing by the Buyer.
2.2 The Contract between the Buyer and the Seller consists only of the Purchase Order, these General Conditions of Purchase and any other documents referred to, attached or appended to the Purchase Order.
2.3 All standard terms and conditions appended to or forming part of a quotation or contained in any documentation of the Seller are null and void.
2.4 No deviation from these General Conditions of Purchase will be accepted or entertained save unless expressly agreed in writing by the Buyer in which case the Purchase Order will refer to such acceptance and/or agreement.
2.5 These General Conditions of Purchase are subject to any further Special conditions as and when prescribed in writing by the Buyer and in which case shall be appended to the Purchase Order. In the event of any conflict between these General Conditions of Purchase and any Special Conditions the Special Conditions are to take precedence and will prevail.
2.6 Any and all losses caused to the Buyer by the Seller because of any breach of contract shall be recovered by the Buyer from the Seller.
2.7 No inspection, testing, approval, comment or review by the Buyer shall diminish any duty or liability of the Seller to provides goods or services in accordance with the Purchase Order.
2.8 Where the payment of any disputed invoice(s) or invoice(s) in query have not been paid or have been paid for on account, it is agreed by the Seller that this cannot be used to place the Buyers account on “stop”.
3. Variations
3.1 Verbal variations of the contract or specifications therein are not accepted or recognised.
3.2 The Buyer is entitled during the execution of the contract to add, omit or vary the goods or services ordered. All such variations will be directed in writing and any such variation is subject to the same conditions as the original Purchase Order.
3.3 No claims for loss and expense whether direct or indirect, including loss of opportunity will be accepted for any materials that should not be called off. The Buyer agrees to provide reasonable notice of any call off materials that are no longer needed.
4. Prices
4.1 The prices quoted by the Seller and stated on the Purchase Order are fixed prices unless expressly stated within this Purchase Order as to the contrary.
4.2 The prices stated include delivery, packaging, offloading and the provision of all necessary COSHH information along with storage, installation, assembly, maintenance, operation instructions etc.
5. Packaging
5.1 All goods are to be supplied suitably packaged to prevent any damage in transit and to prevent pilferage, distortion, corrosion, contamination, discolouration, oxidisation or the like.
6. Fitness of Goods and Services
6.1 All Goods and/or Services are to be as stated in the Purchase Order and unless stated to the contrary new (excluding hired plant). In the absence of any specification of the goods or services these are to be of best quality. Where standards such as British Standards or European Standards are referred, or implied by the obvious use for such goods, these are to be interpreted as minimum standards.
6.2 The Seller is to ensure that all goods or plant and equipment that is delivered is compliant with all requirements regarding fitness and safety and have all requisite certification to ensure it can be used/operated safely.
6.3 Any Goods and/or Services that are supplied must not infringe any copyright, patent or other such proprietary rights. The Seller shall indemnify the Buyer against any such claims.
6.4 The Seller shall make good by replacement or otherwise at the Buyers option any defects in the goods or services supplied and shall bear the cost of any expenses and/or damages that the Buyer shall incur including any subsequent loss and expense.
6.5 The Buyer or any representative authorised by the Buyer shall be entitled to inspect the goods at any reasonable time at the Sellers works or premises.
7. Delivery and Time
7.1 The Seller is to deliver and unload the goods to the point of delivery stated in the Purchase Order. No claims for any damage of the materials during delivery, transit, offloading or whilst at the place of delivery shall be entertained by the Buyer
7.2 Time is of the essence of the contract as regards to the dates of delivery of the goods or services and the completion of the work. Should the Seller fail to deliver the goods or supply the services by the date or dates stated in the purchase order the Seller shall be responsible for reimbursing the Buyer the loss, expense and damage that it has incurred because of the failure to deliver in time. The Buyer may deduct such sums from any monies that are due or become due to the Seller on this or any other Contract
7.3 The Buyer reserves the right to make any reasonable variation to the delivery time or times stated within the Purchase Order. Any such variations shall be in writing.
7.4 All deliveries made are to follow the directives of any Site Rules applicable at the delivery address.
7.5 Deliveries that are made should be accompanied by a delivery ticket. The delivery ticket is to clearly state the name of the Seller, details of the goods that have been delivered, the quantity of said goods and the location of where the goods have been delivered to. Any delivery ticket should also be signed for by an employed representative of the Buyer and should state the time and date goods were delivered and have a signature and printed name of who has accepted the delivery.
7.6 Deliveries may require booking in, in advance, to facilitate access and/or site restraints such as searches and booking. The Seller is to provide all necessary information to facilitate this. No claims for the inability to execute delivery will be entertained if said information has not been provided.
7.7 For certain deliveries e.g. MOD works, photo identification will need to be provided and may also require escorting whilst onsite. No costs will be entertained if access is not granted or for delays in following any site-specific access requirements which could also include vehicle searches.
8. Property and Risk
8.1 Goods remain the Sellers property and at his risk until delivered and accepted by the Buyer.
8.2 Where it is impossible or impractical to inspect all the goods delivered at the time of delivery due to the method of packaging and/or quantity delivered it is accepted that any deficiencies or omissions are to be notified to the Seller as soon as practicable. The Seller shall then make good any defects or short fall at their own expense and as soon as reasonably practicable.
8.3 The title of any goods supplied shall pass to the Buyer upon delivery, or when paid for, whichever is the earlier.
8.4 The Seller agrees to provide Buyer with any relevant vesting certificates to facilitate any payment.
9. Payment Terms
9.1 The Buyer will make payment to the Seller 60 days from the end of the month that the invoice is received. For the avoidance of all doubt payment from the date the invoice is received and not that it is dated.
9.2 Any payment made by the Buyer does not constitute acceptance by the Buyer that the Seller has fulfilled their obligations regarding this Purchase Order.
9.3 Any interest claims for any late payments shall not exceed the Bank of England base rate at the time that payment became due.
10. Warranties
10.1 Where any warranty forms part of this Purchase Order these will commence at Main Contract Practical Completion.
10.2 The Seller agrees that any warranties can be issued in the name of the Buyers Employer and assigned to the occupier/end user as necessary for the period of said warranty.
11. Tax
11.1 VAT shall be paid at the prevailing rate at the time of the supply of the goods and/or services.
11.2 The Seller will be responsible for all other taxes, levies, duties or impost and shall indemnify the Buyer for any failure to comply with the same.
12. Insolvency and Determination
12.1 Should the Seller become bankrupt or insolvent or have a receiver or administrator appointed, irrespective of when any payment/invoice shall become due no further payment shall be made until the applicable replacement Sellers Goods and/or Services has been settled and agreed. A notional account incorporating all additional costs, and loss and expense will then be calculated, and any subsequently calculated sum shall become due to the Seller or shall be recovered from the Seller by the Buyer.
12.2 Should the Seller become bankrupt or insolvent or have a receiver or administrator appointed, all materials that are on-site shall remain the property of the Buyer.
12.3 For the avoidance of any doubt; for the purpose of these conditions Insolvency of the Seller shall mean:
- Entering into Administration
- Having a Receiver or Administrative Receiver Appointed
- The issuing of a Notice of Intention to Appoint an Administrator
- A statutory declaration that it is unable to pay its debts
- The passing of a resolution for Voluntary Winding-up
- Having a Winding-up Order made against the Company
- When Sequestration is awarded on the Estate
- Having a Bankruptcy Order against it
- Entering an arrangement, compromise or composition in satisfaction of debts
13. Confidentiality
13.1 The Seller shall consider all information and documents that are provided as part of this purchase order as confidential.
13.2 Nothing contained within this Purchase Order is to be disclosed by the Seller to any person or persons in any matter whatsoever unless specifically agreed in writing by the Buyer.
13.3 Where requested by the Buyer on completion or termination of this agreement the Seller shall destroy or return all information with regard to drawings, specifications, performance specifications etc that the end user may consider as private and confidential along with a signed written statement that such a request has been complied with. Alternatively, a signed written statement that all such information has been destroyed may be accepted.
14. Intellectual Property
14.1 The Buyer retains all rights to all designs, materials, items, information issued to the Seller who may only use such information for the purpose of this order.
14.2 Where stated in the order, such information is to be returned to the Buyer upon completion or demand whichever is the sooner.
14.3 Insofar as intellectual property rights existing anywhere in the world in respect of anything used in or required for the supply of any goods and/or services the Seller grants these to the Buyer and their Employer, their successors; and assigns a royalty-free, non-exclusive and irrevocable licence (carrying the right to grant sub-licences) to use, reproduce, modify, adapt and translate any of the works, designs or inventions incorporated or referred to in anything used or required as aforesaid for all the purposes relating to the goods and/or services; to the extent that beneficial ownership of any such intellectual property right is vested in anyone other than the Seller. The Seller shall procure that the beneficial owner thereof shall as soon as possible grant a like licence to Seller and/or their Employer. The Seller shall execute such documents and do all other things as may be necessary to give effect to and protect the licence including, without limitation, notifying purchasers of any right of the existence of this licence. The Seller shall not be liable for any use of the licence other than the use for which it was originally provided.
14.4 The Seller shall indemnify the Buyer against all claims for infringement of any patent, registered design, copyright, trademark or trade name or other intellectual property right if the claim arises out of the design, construction, manufacture or use of the Sellers goods and / or services or any part thereof.
15. Bribery and Corruption
15.1 The Buyer may terminate the order and recover from the Seller, including previously paid sums, any resulting losses if the Seller has offered or given any bribe, gift or inducement to obtain any purchase order. No other sums will be due to the Seller under such circumstances.
16. Law and Disputes
16.1 Any dispute arising out of or in connection with this order shall be governed by English law.
16.2 All disputes arising out of this contract may if both parties agree be resolved by adjudication.
16.3 Any disputes that are not resolved by adjudication are to be resolved by arbitration. The Arbitrator appointed is to be agreed by the parties or when agreement cannot be reached the Arbitrator is to be appointed by the President of The Chartered Institute of Arbitrators.
16.4 Nothing within this agreement is to provide any benefit of enforcement against the Buyer by any third party pursuant to the Contracts (Rights of Third Parties) Act 1999
16.5 If any part, term or provision of this contract shall be found by any court, tribunal etc to be invalid, unenforceable or in contravention to any legislation, such part, term or provision alone will be removed from the contract and all other parts, terms and provisions are to remain.
16.6 No forbearance, granting of time or other indulgence given by the Buyer to the Seller shall constitute any waiver of rights and entitlements.
16.7 Any waiver of the Buyer’s rights or entitlements shall be confirmed in writing and the Seller shall not be entitled to claim that the Buyer has waived any of its rights and entitlements in the absence of such confirmation