Our Terms and Conditions - Purchase Orders

 

1.       Definitions

In these Conditions of Purchase:-

“the Buyer” means Express Flooring Solutions Limited;

“the Seller” means the person, firm or company to whom this Order is addressed;

“goods” means goods or services of whatsoever nature included in this Order to which these Conditions of Purchase apply;

“Contract” means the contract between the Buyer and the Seller consisting of this Order including these Conditions of Purchase and any other terms specified by the Buyer in this Order. Should there be any inconsistency between the documents comprising the Contract then unless expressly overruled by any provision specified in this Order these conditions of Purchase shall prevail.

 

2.       General

The Buyer only purchases goods upon the terms of these Conditions of Purchase which shall be deemed to be incorporated in any contract between the Buyer and the Seller to the exclusion of all terms and conditions save as herein specifically otherwise provided.  In particular these Conditions of Purchase shall not be altered or varied by any terms or conditions stipulated by the Seller. No variation or abrogation of these Conditions of Purchase shall be effective unless evidenced in writing signed on behalf of the Buyer, such evidence containing a specific reference of these Conditions of Purchase being varied or abrogated.

 

3.       Formation of Contract

Acceptance by the Seller of this Order whether in writing, orally or by the commencement of any work or services shall be deemed to be acceptance of these Conditions of Purchase and any other terms specified by the Buyer in this Order.

 

4.       Delivery

(1)    Unless otherwise agreed in writing, anytime or period given for delivery, despatch or completion shall be of the essence.

 

(2)    Goods shall be delivered carriage, duty and taxes paid during normal business hours to the delivery point specified in this Order accompanied by a delivery note bearing the Buyer’s official order number and the Seller shall be responsible of any additional  expense or loss arising from delivery to the incorrect delivery point.

 

(3)    Physical delivery shall be deemed complete upon the goods being signed for on behalf of the Buyer but signature shall neither constitute acceptance of the goods by the Buyer nor shall it in any way prejudice any rights of the Buyer under these Conditions of Purchase.

 

(4)    The seller shall forthwith notify the Buyer if any delay is anticipated in delivery of the goods  and shall specify the reasons for such delay. Without prejudice to any other rights under these Conditions of Purchase the Buyer shall be a liberty either to extend the delivery date or to cancel the Contract and to obtain supplies elsewhere and the Seller shall be responsible for any extra costs incurred by the Buyer in so doing.

 

(5)    Where the goods are to be delivered by post proof of posting shall not constitute proof of receipt and goods shall be at the Sellers’ risk until receipt by the Buyer.

 

5.       Property and Risk in Goods

The property and risk in the goods shall pass to the buyer on actual delivery to the delivery point specified in the Purchase order and shall remain with the Seller until such time.

 

6.       Lost in Transit

(1)    The Buyer shall advise the Seller and the Carrier (if any) in writing of any loss, or damage in transit within the following limits:-

(i)                  Partial loss, damage in transit or non delivery of any separate part of a consignment or part consignment.

(ii)                Non delivery of whole consignment shall be advised within 21 days of the Buyer being notified of despatch.

 

(2)    The Seller shall make good free of charge to the Buyer any loss or damage to or defect in the goods where notice is given by the Buyer in compliance with this condition.

 

7.       Quality

(1)    The goods shall confirm in all respects with any drawings, specifications, descriptions or other stated requirements of the Buyer and all goods shall be of sound materials, workmanship and design and shall correspond with any relevant samples or patterns provided by or acceptance by the buyer.

 

(2)    The Seller warrants that the goods shall comply in all respects with these Conditions of Purchase and all relevant requirements of any statue, statutory instrument, rule or order or other instrument having the force of law, which shall be in force when the goods are delivered.

 

8.       Acceptance / Rejection

(1)    If the goods  do not confirm in every respect with this Order and these Conditions of Purchase the Buyer shall be entitled:-

(i)                  To reject the goods and may cancel the Purchase Order as provided by Condition 16. The right of the Buyer to reject shall continue for a reasonable period after delivery.

(ii)                To take such action as it may determine to procure that the goods do so conform and the reasonable costs and expense of such action shall be payable by the Seller.

 

(2)    If the goods are rejected by the Buyer then the Seller shall be responsible for and shall bear all costs and expenses of collecting the goods. If rejected goods are not collected by the Seller within 14 days of rejection risk in the goods will pass to the Seller and such storage charges as the Buyer decides will be payable by the Seller.

 

(3)    Neither the payment by the buyer for the goods nor any acceptance of delivery thereof shall prejudice the Buyer’s rights under paragraphs (1) and (2) of this condition.

 

9.       Price and Payment

(1)    The price for the goods shall not exceed that specified in this Order unless otherwise agreed in writing by the Buyer.

 

(2)    Unless otherwise agreed in writing between the Buyer and Seller :-

(i)                  The price shall be the delivered price in accordance with these Conditions of Purchase and the Seller shall be responsible for all and any taxes, duties or charges of any kind imposed by any competent authority in respect of the Contract or its performance.

(ii)                Payment which shall not prejudice any of the Buyer’s rights hereunder shall be made against the Seller’s invoice which must quote the Buyer’s official order number in accordance with the payment terms agreed between the Buyer and the Seller.

(iii)               Value Added Tax, where applicable, shall be shown as a separate item on all invoices as a strictly net extra charge.

 

10.   Patients, Trademarks and Similar Rights

(1)    The Seller warrants that neither the supply nor the use of the goods will infringe any British or foreign patent trademark, registered design, copyright or other industrial or intellectual property rights whether similar to the foregoing or not and the Seller indemnifies the Buyer from and against all actions, losses, costs, claims, demands, liabilities and expenses whatsoever resulting from any actual or alleged infringement as aforesaid.

 

(2)    Any and all patients, registered designs copyright or other industrial or intellectual or intellectual property whether similar to the foregoing or not in any part of the worked resulting from any work carried out by the Seller in execution of this Order shall belong to and rest exclusively in the Buyer.

 

(3)    Without prejudice to the generality of Conditions 10 (1) and (2). In the event that any drawing specification description or other stated requirement of the Buyer necessities the application of the goods by the Seller of any Trademark, registered design, logo or device belonging to the Buyer, the seller shall apply such trademark, registered design, logo or device only to goods the subject of the Contract and to no other goods whatsoever. The Contract shall not create any express or implied license in favour of the Seller to apply any such trademark registered design , logo or device otherwise than in accordance with the Buyer’s express instructions in writing.

 

(4)    Where any drawings, specifications or other confidential material belonging to the Buyer are provided to the Seller or his servants or agents for the purpose of Condition 7 otherwise howsoever the said drawings and other confidential materials are to be treated by the Seller as confidential and are to be used solely for the purpose they were provided and to be returned to the Buyer immediately upon completion of the said purpose and in any event immediately on demand are not at anytime to be copied or disclosed to any third party .

 

11.   Assignment and Subletting

(1)    The Contract shall not be assigned by the Seller nor sub-let as a whole. The Seller shall not without prior written consent of the Buyer, shall not be unreasonably withheld, sub-let any part of the work but the restriction contained in this Clause shall not apply to sub-contracts for materials, for minor details or for any part of which the makers are named in the Contract. The Seller shall be responsible for all work done and goods supplied by all Sub-contractors.

 

(2)    Without prejudice to the generality of Condition 11 (1), as between the Buyer and the Seller, the indemnities afforded by the Seller under Conditions 13(3) and 15(5) hereof shall apply whether the defect, inadequate standard of safety of other matters therein referred to arises from work done by the Seller, any Sub-Contractor or any other person whatsoever and whether or not the Seller has provided such indemnity contractually as between itself and such Sub-Contractor or other person.

 

12.   Buyer’s Materials

(1)    Where the Buyer for the purpose of the Contract issues or hands over to the Seller any equipment and / or materials shall be and remain the property of the Buyer but they shall be at the Seller’s risk from the time they leave the Buyer’s premises until they are refunded thereto. The Seller shall use equipment and / or materials solely in connection with the Contract and shall maintain the same in good order and condition (subject only in the case of equipment to fair wear and tear) and shall return such equipment and or materials to the buyer at any time on demand and in event forthwith upon completion of this Order. Waste of any such materials arising from bad workmanship or negligence of the Seller shall be made good at the Seller’s expense. Any surplus materials shall be returned to the Buyer.

 

(2)    The Seller shall indemnify the Buyer against any loss or damage to any equipment and / or materials mentioned in paragraph (1) of this Condition arising while such items are in the Seller’s possession or before redelivery to the Buyer.

 

13.   Hazardous Goods

(1)    The Seller shall observe the requirements of UK and international agreements relating to the packing, labelling and carriage of hazardous goods.

 

(2)    All information held by or reasonably available to the Seller regarding any potential hazards known or believed to exist in the transport handling or use of goods supplied shall be communicated forthwith to the Buyer.

 

(3)    Without prejudice to the generality of Conditions 13(1) and (2), the Seller indemnifies the Buyer (and its Directors) from time to time against all actions, costs, claims, demands, expenses and liabilities whatsoever which shall be attributable to the packing, labelling, handling, carriage or use of goods supplied under the provisions of the Consumer Protection Act 1987.

 

14.   Packing

(1)    Where the Buyer has an option to return such packages empty in good order and condition to the Seller’s supplying works or other premises indicated by the Seller.

 

(2)    Where goods are delivered by road vehicle any available empty packages may be returned by the same vehicle.

 

15.   Warranty and Indemnity

(1)    The Seller shall as soon as reasonably practicable repair or replace all goods which are or become defective during the period of 12 months from putting into service or eighteen months from delivery whichever shall be the longer where such defects occur proper usage and are due to faulty design material or workmanship or the Seller’s erroneous instructions as to use or erroneous use data or any other breach of the Seller’s warranties whether express or implied by law. Repairs and replacements shall themselves be subject to the foregoing obligations for a period of twelve months from the date of delivery or reinstallation after repair or replacement. The Seller shall be responsible for all costs incidental to the repair or replacement including but not limited to any labour costs and expenses and any transport or delivery cost and expenses.

 

(2)    The Seller shall forthwith on demand indemnify the Buyer against all actions, costs, claims, demands, expenses and liabilities whatsoever in respect of personal injury to or death of any person in respect of any loss or destruction of or damage to property (not attributable to any default or neglect of the Buyer or of any person for whom the Buyer is responsible) which shall be attributable to some defect in the goods. The Seller shall at all times insure and keep itself insured with a reputable insurance company against all insurable liability under this Order and in particular against all liabilities under clauses 13 and 15 hereof and shall on required provide the Buyer within a reasonable time with such evidence of such insurance as the Buyer reasonably may require. The Seller shall provide all facilities, assistance and advice required by the Buyer or its insurers for the purpose of contesting or dealing with any action claim or matter arising out of the Seller’s performance of the Order.

 

(3)    The Seller shall forthwith on demand indemnify the Buyer against all actions, costs, claims, demands, expenses and liabilities whatsoever whether cause to the Buyer directly or as result of the claims of any Third Party by reason of any breach by the Seller of these Conditions of Purchase or any other terms specified by the Buyer in this Order or of any terms or obligations on the part of the Seller implied by law relevant to the Contract or the Goods. This indemnity shall not be prejudiced in any way by the exercise by the Buyer of its rights under Condition 8 above.

 

(4)    Whenever any sum of money is recoverable from or payable by the Seller to the Buyer as a result of the operation of any of these Conditions of Purchase or any breach by the Seller thereof such sum maybe deducted by the buyer from any sum then due or which at any time thereafter may become due to the Seller under this Order or any other order or transaction entered into by the buyer with the Seller.

 

(5)    without prejudice to the generality of Conditions 15 (1), (2), (3) and (4) the Seller indemnities the Buyer ( and its Directors from time to time) against all actions, costs, claims, demands, expenses and liabilities whatsoever which shall be attributable to some defect in or inadequate standard of safety of the goods under the provisions of the Consumer Protection Act 1987.

 

 

 

16.   Cancellation

The Buyer reserves the right to cancel the whole of any part of this Order if the same if the same is not completed in all respects in accordance with the instructions and specifications stated and with these Conditions of Purchase. In the event of the Buyer cancelling the Order as to all or any goods the Buyer shall be entitled to recover from the Seller any expenditure in excess of the price for the goods incurred by the Buyer in obtaining other goods in replacement of those in respect of which the order has been cancelled.

 

17.   Insolvency

If the Seller becomes insolvent or makes an arrangement with its creditors or (being a company) has a receiver manager administrative received or administrator appointed or commences to be wound up (other than for the purposes of amalgamation or reconstruction) the Buyer may without prejudice to any other rights under these Conditions of Contract terminate the Contract forthwith by notice of the Seller or any other person in whom the Contract may have become vested.

 

18.   General Conditions  in Tender

No Conditions or other terms submitted or referred to by the Seller when submitting a tender to the buyer shall form part of the Contract unless otherwise agreed in writing by the Buyer.

 

19.   Notices

Any notice to be given by the Seller or the Buyer shall be sufficiently given if sent by recorded delivery, air mail, first class post, telex or facsimile transmission addressed to the place of business of the relevant party shown on the face hereof and shall be deemed to have been received:-

 

(a)    In the case of postage two days after it was posted;

 

and

 

(b)   In the case of telex or facsimile transmission on the date of despatch

 

20.   Non-Waver

No failure by the Buyer to enforce any provisions hereof shall in anyway be constructed as or be a waiver by the Buyer of such provision or provisions or provisions or of any of the Buyers rights there under.

 

21.   Governing Law

The construction, validity and performance of the Contract shall be governed by the laws of England and the Seller hereby submits to the exclusion jurisdiction of the Courts of England.