BASKET (0)
LOGIN / REGISTER
ACCOUNT DETAILSORDER HISTORYSAVED QUOTESLOG OUT
Pressure Tech Logo

Downloads

Download PDF Terms and Conditions

OUR USE OF PERSONAL INFORMATION:

We use the personal information we collect about you for a variety of purposes, for example, to:
  • provide and deliver products and services, process and complete transactions and send you related information, including order confirmations, invoices, updates, recall notices and support and administrative messages;
  • respond to your comments and questions and provide customer service;
  • send you communications about Pressure Tech and our partners products, services, offers, promotions and news;
  • maintain and administer your www.pressure-tech.com online account;
  • Operate and improve our site and services.

RETURN POLICY:

DAMAGED SHIPMENTS
Inspect your order immediately upon receipt to verify that all items have arrived in good condition. If an item arrives in damaged, please take digital photos, save the packing material and shipping carton and notify Pressure Tech immediately. All products, packaging, padding, and paperwork must be retained to ensure a proper investigation and damaged shipment claims. If the original packaging, padding and paperwork are not retained, the buyer will assume full responsibility for damages.

Do not return damaged or broken merchandise to Pressure Tech unless you receive a return authorization number. All claims for damaged goods or shortages must be made with the carrier within seven days of occurrence. Therefore, if your shipment was insured through Pressure Tech, you will need to notify us immediately concerning damaged equipment, packages or misshipments.

RETURNS / EXCHANGES
To facilitate an easy and efficient return or exchange experience, please refer to the following guidelines:
  • Obtain a Return Material Request (RMR) number from Pressure Tech’s Repair and Return Coordinator or your Account Manager.
  • RMR numbers must be shown on paperwork and containers, otherwise they will not be accepted.
  • Products must be returned within thirty (30) calendar days of receipt of shipment in original containers, unused and in sellable condition;
  • The customer is responsible for the cost of return shipping, handling charges, customs duties, and other related costs.
    Note: In the case a product is being exchanged, the customer is responsible for all of the above listed costs both ways.
  • A 25% restocking fee will apply.
  • All sales are final for items listed as non-cancelable / nonreturnable and will not be accepted for return.

REFUSED SHIPMENTS
Refused shipments may carry a minimum restocking fee of 25%, depending on the product, plus incurred freight and storage costs. Non-cancelable / Non-returnable items will incur a 100% restocking fee.

COOKIES AND OTHER INFORMATION COLLECTED:

This site may use cookie and tracking technology depending on the features offered. A "cookie" is a small data file that our sites transfer to your computer. We deliver these cookies and collect data on our sites, and we may also use a third party agent to deliver cookies and collect data. We can automatically collect data using cookies. For example, when your web browser accesses our site, we obtain certain types of information, such as your IP address, the type of browser you use, access times, and the page you visited before visiting our site. We may also collect information about your computer's operating system and information about your usage and activity on our site.

Cookies can also help us customize and improve our site for visitors. If you desire, the “help” portion of the toolbar on most browsers will tell you how to prevent your browser from accepting new cookies, how to have the browser notify you when you receive a new cookie, or how to disable cookies altogether.

ACCEPTED CURRENCIES:

We accept the following currencies:
  • US Dollars (USD)
  • Great British Pounds (GBP)
  • Euros (EUR)

TERMS AND CONDITIONS OF SALE:

1 DEFINITIONS
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 Specification Document and any other document stated as being part of the contract but, for the avoidance of doubt, excluding any terms and conditions contained in any document issued by the company from time to time;
1.2"Customer" means the organisation or person who purchases goods and/or services from the Supplier;
1.3"Goods" means the gods being supplied by the Supplier to the Customer under these terms and conditions;
1.4"Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property (including all designs, illustrations, drawings, plans and computations) in each case whether registered or unregistered wherever in the world enforceable and including all applications for and renewals or extensions of such rights and all similar or equivalent rights or forms of protection;
1.5"Services" means the services being supplied by the Supplier to the Customer under these terms and conditions;
1.6"Specification Document" means a statement of work, quotation, Suppliers Sales Order Acknowledgement or other similar document provided by the supplier to the customer describing the goods and/or services to be provided by the Supplier;
1.7"Supplier" means Pressure Tech Limited, Unit 24, Graphite Way, Hadfield, Derbyshire, SK13 1QH, UK or from such other registered office from time to time
2 GENERAL
2.1These Terms and Conditions and any amendments or additions stated in the Specification Document shall apply to all contracts for the supply of goods and/or services to the exclusion of any other terms that the customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing at any time. To the extent that any amendments or additions so made conflict with the agreement, the amendments or additions shall take precedence.
2.2Before the commencement of the services the Supplier shall submit to the Customer a Specification Document which shall specify the goods and services to be supplied and the price payable. The Customer shall immediately notify the Supplier if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.
2.3The Supplier shall use all reasonable endeavours to complete the services within estimated timeframes but time shall not be of the essence in the performance of any services.
2.4Any quotation given by the supplier shall not constitute an offer and, unless previously withdrawn, is only valid for a period of 30 days from its date of issue
2.4A purchase order constitutes an offer by the Customer to purchase the Goods and/or Services in accordance with these Terms and Conditions. The order shall only be deemed accepted when the Supplier issues written acceptance of the order in the form of the Suppliers Sales Order Acknowledgement, at which point the contract shall come into existence.
2.6Orders for goods may be cancelled only with the written consent of the supplier. No consent will be given where goods which have to be made especially or which are not normally held in stock or where manufacturing of or the process of obtaining such goods has commenced.
3 FORCE MAJEURE
3.1 For the purposes of this agreement, a Force Majeure event includes but is not limited to acts of God, strikes, lock outs, or other industrial disputes (whether involving the workforce of the supplier or any third party) fire, flood, storm or other accidents, war, riot, civil commotion, malicious damage, compliance of any law or Govermental order, rule, regulation or direction, the act or omission of government, breakdown of plant or machinery, failure of a utility service or transport network, or the delay or failure in manufacture, production, or supply by third parties of equipment or services.
3.2The Supplier undertakes to take reasonable steps to overcome difficulties arising from a Force Majeure Event. However, the Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this agreement as a result of a Force Majeure Event.
3.3If the Force Majeure Event prevents, frustrates or impedes the Supplier from fulfilling its obligations for more than 12 weeks, then either party shall, without limiting its other rights or remedies, have the right to terminate this agreement immediately by giving written notice to the other party.
4 PRICE AND PAYMENT
4.1The prices for the supply of goods and services shall be set out in the Specification Document. Unless stated to the contrary, prices are exclusive of VAT, packaging, insurance and transportation of the goods. The Supplier shall invoice the Customer on the date of despatch of the goods. The supplier reserves the right to vary the price of the goods and/or services without notice to the customer any time before dispatch.
4.2All invoices are payable strictly within 30 days after the date of the invoice, unless stated otherwise in the specification document or otherwise agreed in writing or provided below:
• the Supplier reserves the right to demand payment on other terms where the Customer has failed to make payments on time.
• new Customers shall pay on pro forma unless the Supplier notifies them that an acceptable credit rating and bank references have been received.
4.3Time for payment in cleared funds shall be of the essence of the agreement. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due until the date of payment at a rate of 4 per cent per annum in excess of the base lending rate of the Bank of England from time to time.
4.4In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied. The Customer accepts that any terms and conditions contained within its purchase order shall not apply to vary the agreement.
4.5The Supplier may deliver the goods by instalments which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the customer to cancel any other instalment.
4.6Any increase in Value Added Tax or any similar taxes, levies or duties at the date of actual supply of the goods and/or services shall be added to the prices stated in the Specification Document.
4.7If the goods to be supplied are exported and if the rate of exchange between the £Sterling and the currency of the country to which the goods are to be exported changes between the date of invoice and the date on which the entire purchase price (or in the event of payment by instalment) any instalment becomes payable, the Supplier shall be entitled reasonably to increase the price of the goods concerned.
4.8The Supplier may make a search of any new Customer with a credit reference agency which will keep a record of that search.
4.9The Customer shall pay all amounts due under the agreement in full without any deduction, discount, set off or abatement except as required by law and the customer shall not be entitled to assert any credit, set off or counter claim against the supplier in order to justify withholding payment of any such amount in whole or in part.
4.10The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
5 SPECIFICATION, SELECTING AND TESTING OF THE GOODS
5.1All specifications, descriptions, drawings and other particulars contained in any catalogue, price list or other marketing materials issued by the supplier are approximate only and do not form part of any contract.
5.2All goods are sold subject to reasonable availability to the Supplier of material. The Supplier reserves the right without notice to substitute materials, components and units other than those mentioned in the specification document or elsewhere in the agreement.
5.3Final product selection is ultimately the Customer’s responsibility The Supplier makes no representation, warranty or recommendation to the customer as to the suitability of any product for any particular use. It is the responsibility of the Customer to ascertain the product’s suitability for each individual application
5.4Any product testing to be carried out in the presence of the Customer or his representative shall require prior agreement with the Supplier. The Supplier reserves the right to charge the Customer for any agreed product testing.
6 DELIVERY, CARRIAGE and TRANSIT
6.1The Supplier shall use reasonable endeavours to meet any delivery date notified to the customer, however any delivery date is approximate and given for information only. Time for delivery shall not be of the essence. Failure by the company to comply with the stated delivery date shall not constitute a breach of contract and shall not entitle the customer to treat the contract as terminated or to any other remedy against the company.
6.2All risk in the goods, including risks in the supply of goods, shall pass on the delivery to the Customer (where delivery is made by the Supplier) or on the delivery to the Customer’s agent or to any carrier who shall in each case be deemed to be the Customers agent/carrier, whoever pays its charges.
6.3The Supplier shall deliver the goods to the location set out in the specification document or such other location as the parties may agree in writing from time to time.
6.4The Supplier will only entertain a claim by the customer in respect of loss or damage in transit if the Supplier has effected delivery directly, rather than via a courier or customers agent.
6.5Goods will be despatched by the most convenient means, usually the quickest. All goods are priced Ex-Works plus packaging and carriage. Goods to be exported are subject to carriage charges as extra. Express and urgent deliveries at the specific request of the Customer maybe subject to additional charges.
6.6The Supplier will despatch goods with a Delivery Note. The delivery note will show the date of the order, all relevant Customer and Supplier reference numbers, the type and quantity of goods and, if the order is being delivered in instalments, the outstanding balance of the goods remaining to be delivered. The Customer should check and sign the Delivery Note at the time of delivery.
6.7If the Customer fails to accept or take delivery of the goods, the supplier shall store the goods at the Customers risk. The Supplier shall be entitled to charge the customer for reasonable costs and expenses relating to any such storage. If within 14 days of the Customer failing to accept or take delivery of the goods, the Customer has not collected them, the Supplier may resell part or all of the goods and charge the Customer for reasonable storage and selling costs.
7 TITLE
7.1Legal and Beneficial title in the Goods shall not pass to the Customer until the Supplier has received payment in full in cleared funds for the Goods and any other Goods which the Supplier has supplied to the Customer.
7.2Until title passes the Customer, the Customer shall
•hold the goods as bailee for the Supplier,
•store or mark them so that they can at all times be readily identified as the property of the Supplier,
•not remove, deface or obscure any identifying mark or packaging on or relating to the Goods
•maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Suppliers behalf from the date of delivery
but the customer may resell or use the Goods in the ordinary course of its business.
7.3The Company may at any time before title passes and without any liability to the Customer:
• require the customer to deliver up, at its own expense the Goods; or
• enter any premises owned or occupied by the Customer to recover the Goods and the Customer will give all reasonable assistance to facilitate the Suppliers access.
8 SUPPLY OF SERVICES
8.1The Supplier shall provide the Services to the Customer in accordance with the Specification Document in all material respects.
8.2The Supplier shall use all reasonable endeavours to meet any requested performance dates, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
8.3The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
9 CUSTOMER`S OBLIGATIONS
9.1The Customer shall provide all reasonable co-operation to the Supplier in all matters relating to the Goods and/or services and comply with such other requirements as may be set out in the specification document or otherwise agreed between the parties.
9.2The Customer shall be liable to compensate the Supplier for any reasonable costs and expenses incurred by the Supplier directly or indirectly as a result of the Customer’s failure to comply with Clause 8.1.
9.3Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels a contract for the supply of goods and services, the Customer shall pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has paid or is obliged to pay
9.4In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:
9.4.1the Supplier shall have no liability in respect of any delay to the completion of any project;
9.4.2if applicable, the timetable for the project will be modified accordingly;
9.4.3the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.
10 ALTERATIONS TO THE SPECIFICATION DOCUMENT
10.1Any alterations agreed between the parties in the scope of the goods and/or services to be provided under this Agreement must be set out in a revised Specification, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties.
10.2The Customer may at any time request alterations to the Specification Document by written notice to the Supplier. On receipt of such written notice Supplier shall, within 7 days (or such other period as may be agreed between the parties), notify the Customer in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.
10.3Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 7 days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.
10.4Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.
11 SUPPLIER'S WARRANTY
11.1The Supplier warrants that;
• on the date of delivery and for a period of 12 months thereafter (warranty period) the goods and all their component parts, where applicable, conform in all material respects with their description in the specification document; and are free from any defects in design, workmanship, construction or materials.
• The services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices
11.2Subject to clause 11.3, if
• the Customer gives notice in writing during the warranty period within 21 days of discovery that some or all of the Goods do not comply with the warranty set out in clause 11.1;
• the Supplier is given a reasonable opportunity of examining such goods; and
• the Customer (if asked to do so by the Supplier) returns such goods to the Suppliers place of business at the Customers cost,
The Supplier shall, at its option, repair or replace defective goods free of charge, or refund the price paid for the defective goods in full.
11.3the Supplier shall not be liable for the failure of the Goods to comply with the warranty in clause 10.1 if;
• the Customer makes any further use of such goods after giving notice to the Supplier in accordance with clause 11.2
• the defect arises because the Customer failed to follow the Suppliers oral or written instructions as to the storage, installation, use or maintenance of the goods or (if there are none) good trade practice;
• the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
• the Customer alters or repairs such goods without the prior written consent of the Supplier;
• the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
• where any goods the price of which is ex-works are lost or damaged or deteriorate in transit.
11.4The Suppliers warranty is invalidated if the Customer does not pay for the goods and/or services by the due date.
11.5Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded to the extent possible in relation to the goods and services to be provided by the Supplier.
11.6The terms of the agreement shall apply to any repaired or replacement goods supplied by the Supplier under clause 11.2.
12 INDEMNITY
12.1The Customer shall indemnify the Supplier against all liabilities, claims, costs and expenses and damages which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any goods and/or services provided by the Supplier in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.
13 LIMITATION OF LIABILITY
THE CUSTOMERS ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
13.1Nothing in these terms and conditions shall limit or exclude the Suppliers liability for;
• death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
• fraud or fraudulent misrepresentations;
• breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 and Section 12 of the Sale of Goods Act 1979, in each case in relation to title and quiet possession.
13.2Subject to clause 13.1 the Supplier shall not be liable to the Customer, under any circumstance, whether in contract, tort (including negligence), breach or statutory duty, or otherwise
• for any loss of profit, loss of business or loss of opportunity; or
• for any other indirect or consequential loss or damage arising under or in connection with the agreement.
13.3The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £2 million per claim. The Suppliers total liability to the Customer in respect of all of the losses arising under or in connection with this agreement shall not exceed this amount. The Customer is responsible for making its own arrangements for the insurance of any excess loss.
13.4Except as set out in this agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the agreement.
13.5This clause 13 shall survive termination of the agreement.
14 TERMINATION
14.1Without limiting its other rights or remedies, each party may terminate this agreement with immediate effect by giving written notice to the other party if:
• the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 days of being given written notice from the other party to do so;
• the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
• the other party 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;
• the other party ceases to carry on its business or substantially the whole of its business; or
• the other party 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.
14.2Without limiting its other rights or remedies, the Supplier may;
• terminate the agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this agreement on the due date for payment; or
• suspend the supply of services or all further deliveries of goods under the agreement or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this agreement or any other contract between the Customer and the Supplier on the due date for payment.
14.3On termination of the agreement for any reason;
• the Customer shall immediately pay to the Supplier all of the Suppliers outstanding unpaid invoices and interest;
• in respect of services or goods supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
• the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of the termination or expiry; and
• clauses which expressly or by implication have effect after termination shall continue in full force and effect.
15INTELLECTUAL PROPERTY RIGHTS
15.1All 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 Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.
15.2The Customer shall not copy, use or pass to a third party any Intellectual Property Rights or documentation containing the Intellectual Property Rights without the prior consent of the Supplier.
16 INDEPENDENT CONTRACTORS
16.1The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties.
16.2The Supplier may, at its discretion, engage sub-contractors to provide all or part of the Goods and/or services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Specification Document
17 ASSIGNMENT AND SUBCONTRACTING
17.1The Customer shall not assign, transfer, charge, subcontract, or deal with any other manner, its rights or obligations or delegate its duties under this Agreement in whole or in part to any third party with the prior written consent of the Supplier.
18 SEVERABILITY
18.1If any provision or part thereof of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction or other competent authority such provision or part thereof shall be severed and deemed deleted and the remainder of the provisions herein shall continue in full force and effect with the minimum modification necessary to make it legal, valid and enforceable.
19 WAIVER
19.1A waiver of any right under this Agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay either a party in exercising any right or remedy under the agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict is further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
20 NOTICES
20.1Any notice or other communication to be given by either party to the other in connection with this Agreement shall be in writing and may be served by email, fax, personal service or by pre-paid first class or recorded delivery post to the address of the other party given in the Specification Document, a party's registered office address or such other address as such party may from time to time have communicated to the other in writing.
20.2If sent by email such notice 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 receipts 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 pre-paid first class post or recorded delivery shall be deemed to have been delivered on the second business day after posting.
21 ENTIRE AGREEMENT
21.1This 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. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in this Agreement.
21.2If at any time one or more of the above Conditions becomes in whole or in part invalid illegal or unenforceable in any respect under any law the validity legality and enforceability of the remaining provisions thereof and of the other Conditions herein shall not in any way be affected or impaired thereby.
22 NO THIRD PARTIES
22.1Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
23 GOVERNING LAW AND JURISDICTION
23.1This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the English law and the English courts shall have exclusive jurisdiction.

TERMS AND CONDITIONS FOR PURCHASE OF GOODS AND/OR SERVICES

1 DEFINITIONS
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 Pressure Tech Limited, Unit 24, Graphite Way, Hadfield, Derbyshire, SK13 1QH, UK.
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 GENERAL
2.1These 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.
2.2Where 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.
2.3No 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
3.1The price and any taxes and expenses for the goods and/or services shall be as specified in the Purchase Order.
3.2An 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.
3.3The Buyer shall not be responsible for any expenses, charges or price other than those set out in the Purchase Order.
3.4If 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.
3.5Once a Purchase Order has been agreed by the Buyer the prices for the goods and/or services are firm, fixed and valid for the duration of the Contract and are deemed to include everything necessary to carry out the Contract.
4 WARRANTY
4.1The 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.
4.2The Supplier’s obligations under this Clause shall extend to any defect or non-conformity arising or manifesting itself within 12 months from delivery.
4.3Where 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.
4.4Items 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 DELIVERY
5.1Delivery of the goods shall be made to such location as the Buyer shall direct. Carriage shall be paid for by the Supplier. 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.
5.2Where the Buyer cancels the whole or part of the contract in accordance with Clause 5.1:
5.2.1all sums payable by the Buyer in relation to the whole or part of the contract cancelled shall cease to become payable;
5.2.2all sums paid by the Buyer in relation to the whole or part of the contract cancelled shall be repaid by the Supplier immediately;
5.2.3the 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.
5.3Deliveries of goods must be accompanied by an advice note listing the delivered items in sufficient detail to permit inspection and checking by Buyer. No responsibility for payment will be accepted by Buyer unless a delivery advice note has been signed by an authorised representative of Buyer.
6 TITLE
6.1The 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.
6.2Title 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.
7 RISK
7.1The 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
8.1The Buyer shall inspect the goods upon delivery.
8.2Where goods are damaged the Buyer shall notify the Supplier. The Buyer may reject the damaged goods and the following provisions shall apply:
8.2.1the Supplier shall collect the damaged goods from the Buyer at the Supplier’s expense;
8.2.2during 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;
8.2.3all sums payable by the Buyer in relation to the damaged goods shall cease to become payable;
8.2.4all sums paid by the Buyer in relation to the damaged goods shall be repaid by the Supplier immediately;
8.2.5the 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.
8.3Where there are shortages in the order the Buyer shall notify the Supplier and the following provisions shall apply:
8.3.1all sums payable by the Buyer in relation to the missing goods shall cease to become payable;
8.3.2all sums paid by the Buyer in relation to the missing goods shall be repaid by the Supplier immediately;
8.3.3the Buyer shall be entitled to claim damages from the Supplier for any losses caused to the Buyer as a result of the shortages.
8.4If 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.
8.5Where 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:
8.5.1the Supplier shall collect the excess goods from the Buyer at the Supplier’s expense;
8.5.2during 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;
8.5.3no 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.
8.6The 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.
8.7The Supplier shall repair or replace free of charge, goods damaged or lost in transit upon receiving notice to that effect from the Buyer.
8.8The 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
9.1The Supplier warrants, represents and undertakes that:
9.1.1all 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");
9.1.2the Supplier Personnel will possess the qualifications, professional competence and experience to carry out such services in accordance with Best Industry Practice;
9.1.3the 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
9.1.4it 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.
9.2The 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.
9.3The 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.
9.4The 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
10.1It 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.
10.2The Supplier Personnel shall at no time be deemed to be employed or otherwise engaged by the Buyer.
10.3The 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.
10.4The 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 TERMINATION
11.1The Buyer may terminate this Agreement for any reason by providing 10 days prior written notice to the Supplier.
11.2The Buyer may terminate this Agreement with immediate effect by providing written notice to the Supplier if:
11.2.1the Supplier or the Supplier Personnel commit any material or persistent breach of this Agreement;
11.2.2the 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;
11.2.3the 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;
11.2.4the Supplier ceases to carry on its business or substantially the whole of its business; or
11.2.4the 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.
12 OWNERSHIP AND USE OF DESIGNS, TOOLS, PATTERNS, ETC
12.1All drawings, designs, documents, software, tools and patterns made available by or through Buyer to Suppl;ier, or originally created or developed by Supplier under teh Contract, shall remain or become the property of Buyer and shall not be disclosed or delivered by Supplier to any other person, firm or entity or used by Supplier other than for performing the Contract, and shall be returned or delivered to Buyer upon completion or termination of the Contract unless ortherwise instructed in writing by Buyer.
13 INDEMNITY
13.1The 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
13.1All 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.
15 RELATIONSHIP OF PARTIES
15.1Nothing 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.
16 ASSIGNMENT
16.1The 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.
17 SEVERABILITY
17.1If 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.
18 WAIVER
18.1No failure by the Buyer to enforce any of these Terms and Conditions shall constitute a waiver of its rights hereunder.
19 NOTICES
19.1Any 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.
19.2All correspondence, advice notes, invoices and other documentation shall be sent to the address specified in the Purchase Order and shall be clearly marked with Buyer’s Purchase Order number and Supplier’s name.
19.3Any documentation to be delivered by Supplier under the Contract, including but not limited to drawings, test certificates, inspection certificates, type approval certificates, certificates of conformity, and instruction manuals, shall be delivered to the address and at the time specified in the Contract, or if no address or time is specified shall be delivered with the goods to which they relate.
20 NO THIRD PARTIES
20.1Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
21 ENTIRE AGREEMENT
21.1This 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
22.1This 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.
Title
Message
Close