ROBINSON BROTHERS LIMITED - CONDITIONS OF PURCHASE.
In these "Conditions’ the following words shall, where the context so admits, have the meanings respectively set against them:
The form of order (including any subsequent amendments to the order(s)) duly completed and signed on behalf of Robinson Brothers Limited.
The company, firm or person to whom the order is addressed.
Shall mean:Robinson Brothers Limited.
The Goods or Services provided by the Seller, to the Buyer, particulars whereof are set out in the Order together with any Specification accompanying the Order or referred to on the face thereof.
The Buyers specific written requirements, which accompanies, is attached and/or is set forth in the Order (whichever is appropriate).
2. Formation of Contract.
(a) Any contract made between the Seller and the Buyer for the sale and purchase of the Goods shall consist of the Order together with all documents expressly incorporated therewith and the acceptance of the Order by the Seller. It shall be subject to these Conditions to the exclusion of any other conditions which may be inconsistent and which the Seller might seek to impose even though such conditions may be submitted either in a later document or intend to exclude or supersede any conditions inconsistent with them. Unless otherwise agreed by the Buyer in writing, no other terms or conditions shall be included or implied in the contract or shall any of these Conditions be varied or deleted.
(b) The Seller hereby acknowledges that these Conditions shall have precedence over and shall supersede all representations, proposals, prior agreements oral or written and all other communications between the parties regardless of any other or additional terms or any printed conditions appearing on any acceptance form or other document or letter emanating from the Seller, and such conditions shall have no effect whatsoever except insofar as they confirm the terms of the Order.
(c) Where the Order is placed by telephone on behalf of the Buyer it must be subject to the quotation of the Buyer’s order number and must be subsequently confirmed by the Buyer in writing. The Order and written confirmation must be signed by a duly authorised signatory of the Buyer and must carry the Buyer’s official order number. The Buyer shall not be bound by the Order if the Order does not expressly quote the Buyer’s official order number.
3. The Specification.
(a) Where the Order is placed subject to the Specification, the Seller shall ensure that the Goods comply with the Specification. The Seller shall not make any change of whatever nature to the Specification of the Goods supplied under the Order without the prior written acceptance of the Buyer.
(b) The Seller shall ensure that no changes are made to the process of the raw materials and/or the source of the raw materials from which the Goods are made without prior written notification to the Buyer of what those changes are and any significance to the quality of the Goods supplied to the Buyer under the Order.
(a) The Goods shall be delivered to the Buyer within such period as is stated for the delivery on the Order.
(b) If the Goods are not delivered within such period as stated the Buyer shall be entitled without prejudice to any of its other rights under these Conditions to terminate the Order by notice in writing given to the Seller.
(c) Upon consigning the Goods or any part thereof for delivery to the Buyer, the Seller shall forthwith give notice thereof to the Buyer.
5. Price and Payment.Unless otherwise agreed:
(a) The price of the Goods stated in the Order shall not be the subject of increase without the consent of the Buyer and shall unless otherwise agreed by the Buyer, be inclusive of the cost of packing and carriage and of any duties, taxes, (except as otherwise provided for under the provisions of clause 17 hereof) tariffs or other impositions chargeable or levied on the Goods and of any other sums whatsoever payable to any person in respect of the Goods.
(b) Subject to the Goods supplied conforming to the Specification (where relevant) payment will be made by the Buyer normally through BACS Limited (Bankers’ Automated Clearing Services) into the Seller’s designated bank account usually between 31 and 60 days from invoice/tax point date.
(c) The Seller shall not be entitled to penalise the Buyer by forfeiting discounts on prompt payment if the Seller fails to clearly indicate on all correspondence the Buyer’s purchase order number (through no fault of the Buyer) which results in a delay to the payment under the provisions hereof.
6. Quality of Material.
The materials used in manufacturing the Goods shall conform in all respects to the particulars stated in the contract and if no such particulars are stated, shall, subject to any contrary instructions given thereafter to the Seller by the Buyer, be of the highest grade and quality obtainable.
7. Health, Safety. Toxicity and Environmental Issues.
(a) Where EEC Directive 91/156/ECC applies, the Seller will provide the Buyer with a Safety Data Sheet in accordance with this Directive and will be responsible for communicating any revisions of the Safety Data Sheet to the Buyer.
(b) The Seller will ensure that the Safety Data Sheet will include, but shall not be limited to methods of disposal, precautions before and after spillage and the occupation exposure limits.
(c) The Seller will be responsible for ensuring that the production and supply of the Goods to the Buyer fully conforms to all Health, Safety and Environmental legislation, such legislation shall include, but not be limited to statutes, Acts of Parliament, Regulations, EEC legislation, licenses, Approved Codes of Practice and Guidance Notes as amended from time to time.
(d) If the Buyer rejects the Goods (to which this clause applies) then the Seller shall he responsible for collection and disposal of the Goods within 21 days of notice of rejection by the Buyer.
8. Inspection and Testing.
The Seller shall before delivery ensure whether by inspection, testing or otherwise, that the Goods comply with these Conditions and/or the Specification. Without limiting the obligations of the Seller, the Buyer, may at any reasonable time during the performance of the contract enter upon the premises of the Seller for the purpose of inspecting and testing the goods and the materials, and the Seller shall afford to the Buyer all reasonable facilities for such inspection and testing.
9. Rejection of Faulty Goods.
The Buyer shall not be deemed to have accepted the Goods until a reasonable period after the date of delivery of the same. Payment for the Goods shall not be deemed evidence of acceptance. Before the expiry of a reasonable period of time after the date of delivery the Buyer shall be entitled to reject such of the Goods as do not comply in all respects with these Conditions and/or the Specification and shall upon rejection (with the exception of the Goods to which the provision of Clause 7 hereof refers) return such Goods to the Seller at the risk and expense of the Seller. Upon notification of rejection the Seller, as the Buyer may require, shall either at its own expense deliver to the Buyer, goods complying in all respects with those Conditions or the Specification in substitution for those rejected, or credit the Buyer in full for the invoice value of the rejected Goods.
Notwithstanding Clause 9 the Seller warrants that the Goods fit their description, are of merchantable quality, are fit for their purpose, comply with the Specification (where appropriate) and are free from defects and faults of whatever nature, for 12 months from delivery or commissioning, whichever is the later, (unless otherwise set out in the Order ("the Warranty Period"). If during the Warranty Period the Goods are found not to comply with the above, the Seller shall forthwith replace the Goods or rectify such defect. The Seller shall bear all costs in this connection (including carriage, packaging or any additional inspection or testing of the replaced or repaired Goods). The Warranty period shall be extended by a further period of 12 months (unless otherwise agreed) from the date of replacement or rectification.
11. Sub-contracting and Assignment.
These Conditions shall be performed by the Seller or by its holding company or subsidiary, or by a subsidiary of its holding company and not by way of sub-contract to any other company, firm or person, without the prior consent in writing of the Buyer. Save only for the supply of materials or items not commonly made by the Seller. Copies in duplicate of any sub-contract made in accordance with this provision, with the omission only of any price stated therein, shall be delivered to the Buyer, and no such sub-contract shall in any way limit or otherwise affect the obligations of the Seller under these Conditions. The Seller shall not assign any contract or any rights hereunder in whole or in part without the written consent of the Buyer.
12. Patent Rights etc.
If the Goods, either by their sale, use, or incorporation in other goods, allegedly or otherwise infringes any design, trademark, copyright, letters patent or any other intellectual property rights in the United Kingdom or elsewhere, the Seller shall indemnify and hold the Buyer harmless from and against all and any costs, claims, damages, expenses brought, made or suffered by or against the Buyer.
13. Termination and Cancellation.
Without prejudice to any of its other rights under these Conditions the Buyer may by notice in writing to the Seller terminate these Conditions forthwith if:
(a) The Seller shall commit any breach of these Conditions; or:
(b) The Seller ceases to carry on business or permits any judgement against it to remain unsatisfied for seven days; or:
(c) Being a Company the Seller has a petition presented or a meeting is convened, for the purpose of considering a resolution or other steps are taken for its winding up or for the making of an administration order (otherwise than for the purposes of a bona-fide amalgamation or reconstruction) or compounds with its creditors, or if it shall become insolvent, or if a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of its business or assets; or:
(d) Being an individual the Seller dies, or becomes bankrupt or insolvent, or enters into any arrangements with creditors or takes or suffers any similar action in consequence of debts.
The Buyer hereby reserves the right to cancel the whole or any part of the Order without incurring any liability whatsoever to the Seller for such cancellation provided that the Buyer gives to the Seller reasonable prior written notice of its intention to so cancel.
Any notice or other document required to be served on the Seller shall be delivered or posted to the Seller at its registered office being a company, or last known place of business or other address being an individual, or a firm and any notice or other document required to be served on the Buyer shall be delivered or posted, in the case of an invoice or statement to Buyer’s Accounts Department and in any other case to the Buyer’s Buying Department as indicated on the order.
15. Drawings Copyright and Ownership.
The Buyer retains copyright in, and ownership of, all plans, drawings, specifications, patterns and equipment supplied by the Buyer to the Seller in order to carry out the contract and the same shall remain the property of the Buyer and upon the completion or termination (for whatever reasons) of these Conditions shall be returned to the Buyer. No such plans, drawings, specifications, patterns or equipment shall be shown to, or its contents disclosed to, any other person without prior written agreement of the Buyer.
16. Passing of Property.
The property and risk in the Goods shall remain in the Seller until the Goods are delivered to the point specified by the Buyer.
17. Marking of Materials.
When required by the Buyer the Seller shall mark the materials ordered in accordance with the reasonable instructions of the Buyer.
18. Value Added Tax.(where applicable)
Where it is agreed that the Buyer shall pay Value Added Tax, the Seller shall show as a separate item in his invoice the amount of such Value Added Tax.
19. Use of Name.
It is a condition of the purchase of the Goods that the Seller shall not without the prior written consent of the Buyer issue or publish: any statement in writing indicating that the Seller has supplied goods to the Buyer or is a supplier to the Buyer, whether regularly or intermittently, or otherwise of the Goods or any other goods but without prejudice to the Buyer’s rights with respect to the supply of Goods whether under these Conditions or by virtue of a course of dealing with respect to the Goods or similar goods.
The Seller shall defend, indemnify and continue to indemnify, and hold the Buyer harmless from and against all third party claims, demands, loss, damage, liability (including without limitation liability for death or personal injury attributable to the Goods) settlement amounts, costs and expenses whatsoever (including reasonable legal fees and costs) arising out of or resulting from the use and/or sale of the Goods or of any product incorporating the Goods.
21. Contractors on Site.
Under no circumstances should contractors work in or enter the Buyers premises without having first read the Buyer’s Standard document for Contractors (as amended from time to time), which must be strictly adhered to. Copies of this document are available on request.
22. Applicable Law.
This Order shall in all respects be construed in accordance with and be governed by English Law. Nothing in these Conditions shall prejudice or limit any condition or Warranty (express or implied) or right or remedy to which the Buyer is entitled in relation to the material of the Goods ordered by virtue of statute or Common Law. The parties agree to submit any dispute in relation to the Goods or the rights of the parties, to the jurisdiction of the English Courts.