Conditions of Purchase
In these Conditions the following expressions shall have the following meanings:
"The Buyer" shall mean Lancaster Fastener Co. Ltd.
"The Seller” shall mean the person, firm or company to whom the Order is addressed.
"The Goods" shall mean the products, materials, finishing, additional work as defined by the Buyer performed on proprietary items, services, parts, (all including any instalments and parts) as may be described in the Order.
"The Order” shall mean the Buyer's purchase order to which these Conditions are annexed.
"The Contract” shall mean the contract for the sale and purchase of the Goods.
The Order constitutes an offer by the Buyer to purchase the Goods subject to these Conditions, These Conditions shall apply to the Contract to the exclusion of any and all other terms referred to or stipulated by the Seller. No variation to the Order or those Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
3. SPECIFICATIONS AND EQUIPMENT
(a) The quantity, quality and description of the Goods shall, save as provided in these Conditions, be as specified in the Order and/or in any applicable specification supplied by the Buyer to the Seller or agreed in writing by the Buyer.
(b) Any specification supplied by the Buyer to the Seller, or specifically produced by the Seller for the Buyer, in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in the specification, shall be the exclusive property of the Buyer. The Seller shall not disclose to any third party or use any such specification except to the extent that it is or becomes public knowledge through no fault of the Seller, or as required for the purpose of the Contract. Goods made to the Buyers specification shall not be manufactured for or supplied to any other party.
(c) The Seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, labelling, packing and delivery of the Goods.
(d) The Seller shall not unreasonably refuse any request by the Buyer to inspect and test the Goods during manufacture, processing or storage at the premises of the Seller or any third party prior to dispatch, and the Seller shall provide the Buyer with all facilities reasonably required for inspection and testing free of charge. Any inspection or testing by the Buyer shall not relieve the Seller of its obligations under the Contract.
(e) If as a result of inspection or testing the Buyer is not satisfied that the goods will comply in all respects with the Contract, and the Buyer so informs the Seller within 7 days of inspection or testing, the Seller shall take such steps as are necessary to ensure compliance.
(f) All equipment paid for by the Buyer shall be and remain the Buyer's property and must be returned to the Buyer in good condition upon request and shall not be copied or used for any purpose other than completion of the Order. The Seller shall correctly maintain and store such equipment and shall be liable for any loss or damage to it while in the possession or under the control of the Seller.
4. RISK AND PROPERTY
(a) Risk and damage to or loss of the Goods shall pass to the Buyer on delivery made in accordance with the Contract.
(b) The property in the Goods shall pass to the Buyer on delivery, unless payment for the Goods is made prior to delivery, when it shall pass once payment has been made and the Goods have been appropriated to the Contract.
(a) The Goods must be delivered in the quantities and at the times stated in the Order, or as otherwise specified by the Buyer in accordance with the Buyer's material control schedules or other instructions. The Buyer reserves the right to adjust the specified rate and date of delivery at any time. Time of delivery is of the essence of the Contract.
(b) Unless otherwise agreed in writing the price of Goods shall be inclusive of packaging and carriage paid to any destination within the UK mainland.
(c) If the Goods are to be delivered by instalments, the Contract will be treated as a single contract and not severable.
(d) The Buyer will not return, pay or be liable for any packaging or packing materials for the Goods.
(e) The Seller shall ensure that all consignments of Goods delivered to the Buyer are accompanied by the seller's despatch documentation.
The Seller shall
(i) on the day of despatch for each consignment, send an advice note relating to the Order;
(ii) send the Buyer a monthly statement of account;
(iii) mark the Buyer's Order number clearly on all consignments, advice notes and invoices.
(f) The Buyer shall accept a variance of no more than plus or minus 10% against order quantities placed (in excess of £50.00) with the price being adjusted pro rata.
(g) The Buyer shall be entitled to reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have any accepted any Goods until the Buyer has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.
(h) Any Goods rejected by the Buyer shall be available for collection for seven days following rejection. Goods not collected during this period shall be returned by the Buyer at the Seller's expense.
It is a condition of the Contract that all details of the Order and all information supplied by the Buyer are kept strictly confidential between the Buyer and the Seller. The Buyer shall be entitled to seek full compensation for any loss of sale or profit or other loss due to unauthorised disclosure of information.
7. PRICE AND PAYMENT
(a) The price of Goods shall be stated in the Order and unless otherwise so stated shall be exclusive of VAT. No increase in the price may be made (whether on account of increased material, labour or other costs, exchange rate fluctuation or otherwise) without the prior consent of the Buyer in writing.
(b) Unless otherwise agreed in writing, the Buyer shall pay the price of the Goods within 60 days after the end of the month of receipt by the Buyer of a proper invoice, or if later, after acceptance of the Goods in question. Time of payment shall not be of the essence of the Contract. The Buyer shall be entitled to set off against payment sums owed by the Seller to the Buyer.
8. WARRANTIES AND LIABILITY
(a) The Seller warrants to the Buyer that it is fully experienced, qualified, equipped and financed to perform its obligations under the Contract and warrants to the Buyer that the
(i) will be of merchantable quality and fit for any purpose held out by the Seller or made known to the Seller at the time the Order is placed;
(ii) will be free from defects in design, material and workmanship;
(iii) will correspond with any relevant specification or sample; and
(iv) will comply with all statutory requirements and regulations relating to the sale of Goods.
(b) Without prejudice to any other remedy, if any Goods are not supplied in accordance with the Contract, then the Buyer shall be entitled:
(i) to require the seller to repair the Goods or (at the Buyer's solo option) to supply replacement Goods in accordance with the Contract within
7 days; or
(ii) at the Buyer's sole option, and whether or not the Buyer has previously required the Seller to repair the Goods or to supply any replacement Goods, to treat the Contract as discharged by the Seller's breach and require the repayment of any part of the price which has been paid.
(c) The Seller shall indemnify the Buyer in full against all liabilities, loss (whether direct or indirect, and including loss of profits), damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with:
(i) breach of any warranty given by the Seller in relation to the Goods;
(ii) any claim that the Goods infringe, or their importation, use or resale, infringes the patent, copyright, design right, trade mark or any other intellectual property rights of any person, except to the extent that the claim arises from compliance with any specification supplied by the Buyer:
(iii) any liability under the Consumer Protection Act 1987 in respect of the Goods; and
(iv) any act or omission of the Seller or its’ employees, agents or sub contractors in supplying and delivering the Goods.
(a) The Buyer shall be entitled to cancel the Order in respect of all or pan only of the Goods by giving notice to the Seller at any time prior to delivery or performance without incurring any liability to the seller other than to pay for Goods already delivered at the time of such notice,
(b) The Buyer shall be entitled to terminate the Contract without liability to the Seller by giving notice to the seller at any time if:-
(i) the Seller makes any voluntary arrangement with its creditors (within
the meaning of the Insolvency Act 1986) or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
(ii) an encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of the Seller: or
(iii) the Seller ceases or threatens to cease, to carry on business, or substantially changes the nature of its business; or
(iv) the buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.
10. FORCE MAJEURE
The Buyer shall not be in breach of the Contract in the event of any delay in the performance or any non-performance of any of its obligations (and shall not be liable for any loss or damage caused) where the same is occasioned by an cause whatsoever beyond its control including but not limited to Act of God, war, civil disturbance, government or parliamentary restrictions, strikes and industrial action, power failure and breakdown in machinery.
(a) The Contract shall be governed in all respects by English Low and the Buyer and the Seller hereby submit to the non-exclusive jurisdiction of the English Courts.
(b) No waiver by the Buyer of any breach of Contact by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.
(c) This Order is personal to the Seller and the Seller shall not assign or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Contract, without the prior written consent of the Buyer.