|
1.
DEFINITIONS
1.1 "Order" means the purchase
order form together with all
documents to which it refers and
which are attached to it.
1.2
"Goods" means all items
specified in the Order.
1.3 "Site" means the address
designated as the delivery address
in the Order.
1.4 "Services" means the
services described in the Order or
any services required to fulfil the
Seller's obligations under the
Order.
1.5 "Buyer" means the company
placing the Order.
1.6 "Seller" means Roll
Containers Handling Limited, Old
Mill House, Brunel Close, Northfield
Avenue, Kettering, Northants, NN16
9HU.
3. ACCEPTANCE
CONDITIONS
The
Seller's acceptance of the Order
involves the acceptance of these
Terms and Conditions by the Buyer.
These shall not be deemed to have
been varied unless the both parties
sign a written confirmation of their
variation.
4. PRICE
4.1
Unless otherwise stated in
the Order and subject to clause 4.2,
all prices shall be fixed. The
price, unless stated in the Order,
does not include the Seller's costs
of transporting the Goods to the
Site.
4.2
All prices exclude Value
Added Tax.
5. PAYMENT
On receipt
of the Goods the Buyer shall, unless
previously agreed, pay the invoiced
amount together with VAT within 30
days from the end of the month
during which the invoice is
received.
6. DELIVERY AND
INSPECTION
The Buyer
shall inspect all Goods supplied
immediately on delivery. If any
Goods are found to be faulty the
Buyer shall return within 7 days any
Goods that are faulty in design,
quality or construction or which do
not comply with the specification
referred to in the Order, and the
Seller shall, at the Seller's
option, either refund the Buyer the
price paid for the Goods or replace
the Goods.
7. QUALITY AND
WARRANTIES
7.1 The Seller warrants that
the
Goods are fit for the purposes for
which they are designed and that
they are free from manufacturing and
design faults. The Seller shall
indemnify the Buyer against all
claims, demands, liabilities,
losses, damages, proceedings, costs
and expenses suffered or incurred by
the Buyer as a direct result of any
breach of this warranty. The Seller
makes no other warranty in
connection with the fitness for any
purpose of the Goods and any such
warranties are expressly excluded to
the fullest extent permitted by law.
7.2 The Seller's liability
for breach of the warranties set out
in this clause 7 is limited to
repair or replacement of any
defective Goods at the Seller's
option.
8. LIABILITY AND
INDEMNITIES
8.1
The Seller does not limit its
liability for death or personal
injury arising from the negligence
of the Seller, its employees, agents
or subcontractors.
8.2
The Seller's liability for
damage to property as a result of
breach by the Seller of any of the
terms of this agreement is limited
to the lesser of the price paid by
the Buyer for the Goods or £10,000.
8.3
The Seller shall not be
liable for any loss of profits,
consequential or indirect loss
arising to any person as a result of
breach by the Seller, its employees,
agents or subcontractors of any of
the terms of this agreement.
8.4
If the supply of Goods
involves the Seller carrying out any
work on the Buyer's premises, the
Seller shall take reasonable
precautions to prevent injury to
persons or damage to property.
8.5
The Seller indemnifies the
Buyer against losses, claims, costs,
expenses, or damages which the Buyer
may sustain or for which the Buyer
may be liable as a result of the
infringement by any Goods of any
third party intellectual property
right. If a claim of infringement
of any intellectual property right
arises the Seller shall at its
expense either procure for the Buyer
the right to continue to use and
dispose of the Goods supplied or
replace or modify the Goods.
9. USE OF INFORMATION
All
information supplied by either party
to the other party shall be treated
as confidential and shall not be
used for any purpose other than
completing Order. Any written
material or drawings supplied by
either shall remain their copyright
material and shall not be copied or
used for any purpose other than
completing the Order.
10. TERMINATION
10.1 Either party may cancel the
whole or part of the Order at any
time by written notice if the other
party fails to comply with any of
its terms and conditions or if the
other party:
10.1.1 Appoints or suffers the
appointment of any type of receiver,
liquidator or trustee in bankruptcy
of any or all of its assets;
10.1.2 Has a voluntary or
involuntary petition in bankruptcy
filed by or against it;
10.1.3 Ceases to trade;
10.1.4 Is acquired by or merged
with any third party; or
10.1.5 Purports to assign any of its
obligations under this Order without
the prior written consent of the
other party.
11. ASSIGNMENT AND
SUB-CONTRACTING
Neither
party may assign or subcontract the
Order or any of its rights or
obligations under this agreement
without the prior written consent of
the other party, which shall not be
unreasonably withheld.
12. TITLE AND RISK
12.1
Risk in the Goods shall pass
to the Buyer upon delivery to the
Site.
12.2
Title to the Goods shall pass
to the Buyer on payment by the
Buyer.
13. WAIVER
Any
failure of either party to carry out
any of these conditions or to
exercise any right under them shall
not be construed as waiver or
relinquishment of that party's right
to invoke that provision in the
future.
14. ORDER AMENDMENTS
14.1 No amendments to the Order
shall be binding on the Seller until
the Seller receives written
confirmation of the amendments from
an authorised representative of the
Buyer. The Seller will be entitled
in its sole discretion to refuse to
accept any amendments to the Order.
14.2 The Seller may claim
reasonable additional costs or
extensions to delivery schedules
which arise as a result of any
amendment to the Order.
15. INSTALMENTS
The
Seller may refuse to send any
instalment of Goods if the Buyer has
not paid any sum due and payable in
respect of any earlier instalment,
whether that non-payment relates to
the Order placed under this
agreement or to any other Order.
|
