CONDITIONS OF PURCHASE FOR GOODS
No terms or conditions submitted at any time by the Supplier shall form any
part of the Contract. In the event of a conflict between any of these
Conditions and any specific term or condition (whether in the Contract or
otherwise) referred to in the Purchase Order, the latter shall prevail.
1. DEFINITIONS
1.1 In these Conditions:
"Contract" means the contract between the Purchaser and the Supplier
consisting of the Purchase Order, these Conditions, and any other documents
(or parts thereof) specified in the Purchase Order;
"Delivery means the date on which the Goods Date" are to be delivered to the Purchaser, as specified in the Purchase
Order
"Goods" means any such goods supplied to the Purchaser by the Supplier
pursuant to or in connection with the Purchase Order;
"Price" means the price of the Goods as specified in the Purchase Order;
"Purchaser" means QR Automation Limited
"Purchase means the document setting out the
Order" Purchaser's requirements for the Contract;
"Supplier" means the person, firm or company who is the supplier of the
Goods named in the Purchase Order.
1.2 The headings in these Conditions are for convenience only and shall not
affect its construction or interpretation.
2. VARIATION
2.1 These Conditions may only be varied with the written agreement of the
Purchaser.
2.2 The Purchaser reserves the right by reasonable notice to the Supplier to
vary the Goods detailed in the Purchase Order and any alteration to the
Price or delivery date arising by reason of such modification shall be
agreed between the parties and evidenced in writing.
2.3 The Contract shall become binding and these Conditions shall be deemed
to have been accepted by the Supplier on the acceptance of the Purchase
Order by the Supplier (either verbally or in writing) or on delivery of the
Goods, whichever is the earlier.
3. GOODS
3.1 The Supplier warrants and represents to the Purchaser that the Goods
shall:
3.1.1 conform in all respects with any particulars or specification
specified in the Purchase Order including any variations;
3.1.2 conform in all respects with the requirements of any statutes, orders,
regulations or bye-laws from time to time in force;
3.1.3 be of satisfactory quality and free from defects in materials and
workmanship; and
3.1.4 be fit and sufficient for the purpose for which such goods are
ordinarily used and for any particular purpose made known to the Supplier by
the Purchaser and the Purchaser relies on the skill and judgement of the
Supplier in the supply of the Goods and the execution of the Purchase Order.
4. PRICE
4.1 The Supplier shall not increase the Price unless it is validly accepted
by the Purchaser and agreed in writing before the execution of the Purchase
Order.
4.2 Unless expressly agreed otherwise between the parties in writing, the
Price shall be inclusive of all delivery and insurance costs, VAT and any
other applicable sales taxes, duties or levies.
4.3 Unless otherwise agreed in writing by the Purchaser, the Supplier shall
render a separate invoice in respect of each consignment of the Goods
delivered under the Purchase Order. The Purchaser undertakes to pay
correctly submitted invoices with payment terms 30 days end of Month, of
receipt from the day of physical or electronic arrival at the nominated
address of the Purchaser. Invoices shall not be rendered by the Supplier
until completion of delivery of all the Goods which are the subject of the
Purchase Order or of the consignment (as appropriate).
4.4 A valid invoice is one that is:
- delivered in timing in accordance with the contract;
- that is for the correct sum;
- in respect of goods / services supplied or delivered to the required
quality (or are expected to be at the required quality);
- which quote the relevant purchase order / contract reference (where used)
- which has been delivered to the nominated address .
4.5 The Purchaser specifically reserves the right to withhold or deduct by
way of set-off or otherwise from any monies due or to become due to the
Supplier any monies due to the Purchaser from the Supplier.
4.6 The Purchaser shall not be liable for any orders or amendments to orders
other than those issued or confirmed on the official Purchase Order and
shall not be responsible for the payment of the Price for Goods supplied in
excess of those required by the Purchase Order.
4.7 No payment of or on account of the Price shall constitute any admission
by the Purchaser as to proper performance by the Supplier of its obligations
under the Contract.
4.8 Unless agreed before placement, for all orders requiring payment by
proforma invoice, the supplier will supply photographs of the goods before
packing and after.
5. DELIVERY
5.1 The Goods shall be delivered to the place named on, and in accordance
with, the Purchase Order. Delivery shall be completed when the Goods have
been unloaded at the point of delivery specified in the Purchase Order and
delivery has been accepted by the Purchaser or its authorised
representative. Any access to premises and any labour and equipment that may
be provided by the Purchaser in connection with delivery shall be provided
without acceptance by the Purchaser of any liability whatsoever or howsoever
arising and the Supplier shall indemnify and keep indemnified the Purchaser
and the Crown in respect of any actions, suits, claims, demands, losses,
charges, costs and expenses (including legal expenses and disbursements)
which the Purchaser or the Crown may suffer or incur as a result of or in
connection with any damage or injury (including death) occurring in the
course of delivery or installation to the extent that any such damage or
injury is attributable to any act, omission or negligence of the Supplier or
any of its sub-contractors.
5.2 Where any access to the premises is necessary in connection with
delivery or installation, the Supplier and its sub-contractors shall at all
times comply with the reasonable requirements of the Purchaser's other
authorised representative.
5.3 The time of delivery shall be of the essence for the purposes of the
Contract and failure to deliver by the Delivery Date shall enable the
Purchaser (at its option) to release itself from any obligation to accept
and pay for the Goods and/or to cancel all or part of the Goods under the
Purchase Order, in either case without prejudice to its other rights and
remedies.
5.4 The Supplier's failure to effect delivery on the Delivery Date specified
shall entitle the Purchaser to purchase substitute Goods and to hold the
Supplier accountable for any and all loss and/or additional costs incurred
as a result of such failure.
5.5 Failure by the Purchaser to exercise its options under Conditions 5.3
and/or 5.4 in respect of any part of a Purchase Order shall not be deemed to
constitute a waiver with respect to any subsequent part of that Purchase
Order.
5.6 If Goods are delivered before the Delivery Date, the Purchaser shall be
entitled to its sole discretion to refuse to take delivery or to charge for
insurance and storage of the Goods until the Delivery Date.
5.7 Unless otherwise stated in the Purchase Order, the Supplier is
responsible for obtaining and the cost of all the export and import licences
for the Goods, and in the case of the Goods supplied from outside the UK,
the Supplier shall ensure that accurate information is provided to the
Purchaser as to the country of origin and the Supplier shall be liable for
additional duties or taxes should the country of origin prove to be
different to the one stated.
6. OWNERSHIP AND RISK
Ownership and risk in the Goods shall without prejudice to any of the rights
or remedies of the Purchaser (including the Purchaser's rights and remedies
under Condition 8 below) shall pass to the Purchaser on delivery.
7. DAMAGE IN TRANSIT
7.1 On despatch of any consignment of the Goods, the Supplier shall send to
the Purchaser at the address for delivery of the Goods, an advice note
specifying the means of transport, the place and date of despatch, the
number of packages and their weight and volume.
7.2 The Supplier shall, free of charge and as quickly as possible, either
repair or replace (as the Purchaser shall elect in its sole discretion) such
of the Goods as may either be damaged in transit or having been placed in
transit fail to be delivered to the Purchaser provided that:
7.2.1 in the case of damage to such Goods in transit the Purchaser shall
within thirty (30) days of delivery give notice to the Supplier that the
Goods have been damaged; and
7.2.2 in the case of non-delivery the Purchaser shall (provided that the
Purchaser has been advised of the despatch of the Goods) within ten (10)
days of the notified date of delivery give notice to the Supplier that the
Goods have not been delivered.
8. INSPECTION, REJECTION AND GUARANTEE
8.1 Nothing contained in these Conditions shall in any way detract from the
Supplier's obligations under common law or statute or any express warranty
or condition contained in the Purchase Order.
8.2 The Supplier shall permit the Purchaser or its authorised
representatives to make any inspections or tests it may reasonably require
in relation to the Goods and the Supplier shall afford all reasonable
facilities and assistance free of charge at the Purchaser's premises. The
Supplier shall make good any defects or deficiencies in the event of any
failure (in the sole opinion of the Purchaser) to comply with the terms of
the Purchase Order or the Contract. No failure to make a complaint at the
time of such inspection or tests and no approval given during or after such
tests or inspections shall constitute a waiver by the Purchaser of any
rights or remedies in respect of the Goods.
8.3 The Purchaser may by written notice to the Supplier reject any of the
Goods which fail to meet the requirements in the Contract. Such notice shall
be given within a reasonable time after delivery to the Purchaser of the
relevant Goods. If the Purchaser rejects any of the Goods pursuant to this
Condition 8.3, the Supplier shall at the Purchaser's sole option (without
prejudice to its other rights and remedies) either:
8.3.1 repair the defective Goods as quickly as possible or (as the Purchaser
shall elect in its sole discretion) replace the defective Goods with Goods
which comply in all respects with the requirements under the Contract; or
8.3.2 refund to the Purchaser the Price in respect of the defective Goods.
8.4 The Supplier shall guarantee the Goods for a period of twelve (12)
months from installation or eighteen (18) months from delivery, whichever
shall be the shorter (subject to any alternative guarantee arrangements
agreed in writing between the Purchaser and the Supplier). If the Purchaser
shall, within such guarantee period or within thirty (30) days thereafter,
give notice in writing to the Supplier of any defect in any of the Goods
that have arisen during the guarantee period under proper and normal use,
the Supplier shall (without prejudice to any of the Purchaser's other rights
and remedies) as quickly as possible remedy such defects (whether by repair
or replacement as the Purchaser shall elect in its sole discretion) without
cost to the Purchaser.
8.5 Any Goods rejected or returned by the Purchaser pursuant to this
Condition 8 shall be returned to the Supplier at the Supplier's risk and
expense.
9. LABELLING AND PACKAGING
9.1 The Goods shall be packed and marked in a proper manner and in
accordance with the Purchaser's instructions and any statutory requirements
and any requirements of the carriers. In particular the Goods shall be
marked with the Order Number, the net, gross and the weights, details of the
contents shall be clearly marked on each container and all containers of
hazardous goods (and all relating documents) shall bear prominent and
adequate warnings. The Supplier shall indemnify and keep indemnified the
Purchaser and/or the Crown (as appropriate) against all actions, suits,
claims, demands, losses, charges, costs and expenses (including legal
expenses and disbursements) which the Purchaser or the Crown (as
appropriate) may suffer or incur as a result of or in connection with any
breach of this Condition 9.1.
9.2 All packaging materials will be considered non-returnable and will be
destroyed unless the Supplier's advice note states that such materials will
be charged for unless returned. The Purchaser accepts no liability in
respect of the non-arrival at the Supplier's premises of empty packages
returned by the Purchaser.
10. INTELLECTUAL PROPERTY
10.1 Except to the extent that the Goods are supplied in accordance with
designs provided by the Purchaser, it shall be a condition of the Purchase
Order that none of the Goods will infringe any patent, trade mark, design
right (whether registered or not), copyright or any other right in the
nature of intellectual property of any third party and the Supplier shall
indemnify and keep indemnified the Purchaser against all actions, suits,
claims, demands, losses, charges, costs and expenses (including legal
expenses and disbursements) which the Purchaser or the Crown (as
appropriate) may suffer or incur as a result of or in connection with any
breach of this Condition 10.1.
10.2 All materials, equipment, software, inventions, specifications,
instructions, plans or any form of intellectual property right in any of the
foregoing ("Intellectual Property"):
10.1.1 furnished to or made available to the Supplier by the Purchaser
pursuant to the Purchase Order are hereby assigned to and shall remain
vested solely in the Purchaser; and
10.1.2 the Supplier shall not (except to the extent necessary for the
implementation of the Purchase Order) without prior written consent of the
Purchaser, use or disclose any such Intellectual Property or any information
(whether or not relevant to the Contract) which the Supplier may obtain
pursuant to the Contract and in particular (but without prejudice to the
generality of the foregoing) the Supplier shall not refer to the Purchaser
or the Contract in any advertisement without the Purchaser's prior written
agreement.
11. HEALTH AND SAFETY
11.1 The Supplier represents and warrants to the Purchaser that the Supplier
has satisfied itself that:
11.1.1 all necessary tests and examinations have been made or will be made
prior to delivery of the Goods to ensure that the Goods are designed,
manufactured, supplied and installed so as to be safe and without risk to
the health or safety of persons using the same; and
11.1.2 that it has made available to the Purchaser adequate information
about the use for which the Goods have been designed and have been tested
and about any conditions necessary to ensure that when put to use the Goods
will be safe and without risk to health.
11.2 In any event, the Supplier will comply with the duties imposed on it by
the Health & Safety at Work etc Act 1974 or any amendment thereto and of
all other statutory provisions, rules and regulations so far as they are
applicable. The Supplier shall indemnify and keep indemnified the Purchaser
against any and all actions, suits, claims, demands, losses, charges, costs
and expenses (including legal expenses and disbursements) which the
Purchaser may suffer or incur as a result of or in connection with any
breach of this Condition 11.
12. INDEMNITY AND INSURANCE
12.1 Without prejudice to any rights or remedies of the Purchaser (including
the Purchaser's rights and remedies under Condition 8 above) the Supplier
shall indemnify and keep indemnified the Purchaser against any and all
actions, suits, claims, demands, losses, charges, costs and expenses
(including legal expenses and disbursements) which the Purchaser may suffer
or incur as a result of or in connection with any damage to property or in
respect of any injury (including death) to any person which may result
directly or indirectly from any defect in the Goods or the negligence, acts
or omissions of the Supplier or any of its employees, agents or
sub-contractors.
12.2 The Supplier shall take out and maintain with a reputable insurance
company a policy or policies of insurance that are normal for contracts of
this nature and covering all the matters which are the subject of
indemnities under these Conditions.
12.3 The Supplier shall at the request of the Purchaser produce the relevant
policy or policies together with receipts or other evidence of payment of
the latest premium.
12.4 The Supplier shall be liable under the provisions of the Contract
(including Condition 12.1) whether or not it complies with the insurance
provisions in this Condition 12.
12.5 Nothing in these Conditions or the Contract shall exclude or limit the
liability of either party for death or personal injury caused by its
negligence or for fraudulent misrepresentation.
13. CONFIDENTIALITY
13.1 The Supplier shall procure that its staff shall keep secret and do not
disclose any information of a confidential nature obtained by reason of the
Contract except information which is in the public domain otherwise than as
required to be by reason of a breach of this Condition 13 or disclosed by
law.
13.2 The provisions of this Condition 13 shall apply during the continuance
of the Contract and after its termination howsoever arising without
limitation in time.
13.3 The parties acknowledge that, except for any information which is
declared by the Client to fall within one or more of the exceptions in
Clause 12.10, the content of this Contract is not Confidential Information.
Notwithstanding any other term of this Contract, the Contractor hereby gives
his consent for the Client to publish the Contract in its entirety,
including from time to time agreed changes to the Contract, to the general
public.
13.4 The Client may, at its sole discretion, redact information from the
Contract prior to publishing for one or more of the following reasons:
(a) national security;
(b) personal data;
(c) information protected by intellectual property law;
(d) information which is not in the public interest to disclose
(e) third party confidential information;
(f) IT security; or
(g) prevention of fraud.
13.5 The Client may consult with the Contractor to inform its decision
regarding any redactions but the Client shall have the final decision in its
absolute discretion.
13.6 The Contractor shall assist and cooperate with the Client to enable the
Client to publish this Contract.
14. TERMINATION
14.1 In the event of a material breach of the Contract by either party, the
non-breaching party may terminate the Contract with immediate effect by
notice in writing.
14.2 The Purchaser may terminate the Contract with immediate effect by
notice in writing to the Supplier if at any time:-
14.2.1 the Supplier passes a resolution that it be wound-up or that an
application be made for an administration order or the Supplier applies to
enter into a voluntary arrangement with its creditors;
14.2.2 a receiver, liquidator, administrator, supervisor or administrative
receiver be appointed in respect of the Supplier's property, assets or any
part thereof;
14.2.3 the court orders that the Supplier be wound-up or a receiver of all
or any part of the Suppliers assets be appointed;
14.2.4 the Supplier is unable to pay its debts in accordance with Section
123 of the Insolvency Act 1986;
14.2.5 the Supplier (being an individual or partnership) is declared or
adjudicated bankrupt or enters into any arrangement or composition with its
creditors.
14.4 Nothing in this Condition 14 shall affect the coming into, or
continuance in force of any provision of the Contract which is expressly or
by implication intended to come into force or continue in force upon
termination of the Contract.
15. ASSIGNMENT AND SUB-CONTRACTING
15.1 The Supplier shall not without the prior written consent of the
Purchaser assign or transfer the benefit or burden of the Contract.
15.2 No sub-contracting by the Supplier shall in any way relieve the
Supplier of any of its responsibilities under the Contract.
15.3 Where the Purchaser enters a sub-contract with a supplier or contractor
for the purpose of performing the Contract, it shall cause a clause to be
included in such sub-contract which requires payment to be made to the
supplier or contractor within a specified period not exceeding thirty (30)
days from receipt of a valid invoice as defined by the sub-contract
requirement.
16. NOTICES
Any notices to be given under the Contract shall be delivered personally or
sent by post or by facsimile transmission to the Services Manager (in the
case of the Purchaser) or to the address set out in the Purchase Order (in
the case of the Supplier). Any such notice shall be deemed to be served, if
delivered personally, at the time of delivery, if sent by post, 48 hours
after posting or, if sent by facsimile transmission, 12 hours after proper
transmission.
17. THIRD PARTY RIGHTS
The Contract is not intended to create any rights of any kind whatsoever
enforceable by any person who is not a party to the Contract, including any
rights enforceable under the Contracts (Rights of Third Parties) Act 1999.
18. SEVERABILITY
If any provision under this Contract is or becomes unenforceable, such
provision shall not take effect and shall be deemed to be severed from the
remainder of the Contract to the extent that the remainder of the Contract
and the unaffected part of the provision shall continue to be fully
enforceable.
19. WAIVER
No delay or omission by the Purchaser in exercising any of its rights under
the Contract shall constitute a waiver of that right and any partial
exercise of any such right shall not prevent any future exercise of the
right.
20. LAW AND JURISDICTION
The Contract and any dispute arising under or in any way connected with the
subject matter of the Contract (whether of a contractual or tortious nature
or otherwise) shall be governed by and interpreted in accordance with
English Law and the parties submit to the jurisdiction of the English courts
only except that the Purchaser may seek injunctive relief outside such
jurisdiction.