TERMS AND CONDITIONS OF PURCHASE
In the following definitions and rules of interpretation apply in these Conditions:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in Manchester are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 14.7.
Contract: the contract between the Supplier and the Customer for the supply of Goods and or Services in accordance with these Conditions.
Customer: Retail ABC Ltd
Goods: the Goods (or any part of them) set out in the Order.
Order: the Customer's order for the Goods, as set out in the Customer's written acceptance of the Supplier's quotation in the agreement confirmed by
e-mail, telephone call or web exchange.
Supplier: the person or firm from whom the Customer purchases the Goods.
- In these Conditions, unless the context requires otherwise, the following rules apply:
- a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- a reference to a party includes its personal representatives, successors or permitted assigns.
- a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
- any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those
- a reference to writing or written includes e-mails.
2. BASIS OF CONTRACT
- These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of
- Order constitutes an offer by Supplier to Customer to purchase Goods and/or Services in accordance with these Conditions.
- The Order shall be deemed to be accepted on the earlier of:
- the Customer making payment to the Supplier for the Order of Goods; or
- the Supplier doing any act consistent with fulfilling the Order, at which point the Contract shall come into
- All of these Conditions shall apply to the Purchase of both Goods and Services except where application to one or the other is
3. THE GOODS
- The Supplier shall ensure that:
- the Goods correspond to and are a representative of the sample
- the Goods be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose as held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier's skill and judgement;
- where they are manufactured products, be free from defects in design, material and workmanship and remain so for 12 months after Delivery; and
- comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the
- deliver Goods fit for purpose, this means the Goods must be adequate for the purpose for which the Customer purchased the product. The obligation is with the Supplier and this clause shall be read in conjunction with Clause
- Upon Customers request provide certification for the authority and permission to supply Goods to Customer
- The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.
- The Supplier shall ensure the Goods conform to regulations and trading standards where applicable.
- The Customer shall have the right to inspect and test the Goods or have right to cancel anytime before
- If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings at clause 3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure
- Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract, and the Customer shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial
4. DELIVERY OF GOODS
- The Supplier shall ensure that:
- the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
- each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
- if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery Any such packaging material shall be returned to the Supplier at the cost of the Supplier.
- The Supplier shall deliver Goods:
- on the date specified in the Order, or, if no such date is specified, within 28 days of the date of the Order (Delivery Date);
- to the Customer's premises as instructed by the Customer prior to delivery (Delivery Location); and
- during the Customer's normal business hours, or as instructed by the
- Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.
- delivers less than 95% of the quantity of Goods ordered, the Customer may reject Goods; or
- delivers more than 105% of the quantity of Goods ordered, the Customer may at its discretion reject the Goods or the excess Goods,
- delivers Goods not conforming to the sample provided as set out in Clause 3.1.1, The Customer may at its discretion reject the
any rejected Goods shall be returnable at the Supplier's risk and expense, this includes transport and storage of Goods.
- If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, a pro rata adjustment shall be made to the invoice for the
- The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause
5. TITLE AND RISK
- Where payment for the Goods is made after delivery, title in the Goods shall pass to the Customer and risk shall pass to the Customer on completion of
- Where payment for the goods is made before delivery, title to the Goods shall pass to the Customer when payment is made and risk shall pass to the Customer on completion of delivery.
6. PRICE AND PAYMENT
- The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date the Contract came into existence.
- The price of the Goods is exclusive of amounts in respect of value added tax (VAT), but includes the costs of packaging, insurance and carriage of the No extra charges shall be effective unless agreed in writing and signed by the Customer.
- The Customer shall pay correctly rendered invoices within 30 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the
- If a party fails to make any payment due to the other under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether
before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments the defaulting party disputes in good faith.
- The Customer may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either
7. REMOVAL OF SOURCE OF COMPANY REFERENCE
- The supplier shall:
- remove all catalogue numbers, trade names and trade markings. This can be crossed out with a permanent marker or obliterated from any and all
- The Customer can offer to remove all catalogue numbers, trade names and trade markings at the cost of the Supplier. The costs of removal must be agreed prior to purchase and must be incorporated in the
- If the Goods are not delivered on the Delivery Date, or do not comply with the undertakings set out in clause 3.1, then, without limiting any of its other rights or remedies, the Customer shall have the right to any one or more of the following remedies, whether or not it has accepted the Goods:
- to terminate the Contract;
- to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier's own risk and expense;
- to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
- to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
- to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods from a third party; and
- to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier's failure to carry out its obligations under the
- If the Goods are not delivered on the Delivery Date the Customer may at its option claim or deduct 5 per cent of the price of the Goods for each week's delay in delivery by way of liquidated damages, up to a maximum of 20 per cent of the total price of the Goods. If the Customer exercises its rights under this clause 2, it shall not be entitled to any of the
remedies set out in clause 8.1 in respect of the Goods' late delivery (but such remedies shall be available in respect of the Goods' condition).
- These Conditions shall apply to any repaired or replacement Goods supplied by the
- The Customer's rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
- The Supplier shall keep the Customer indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Customer as a result of or in connection with:
- any claim made against the Customer for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
- any claim made against the Customer by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
- any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or
- This clause 9 shall survive termination of the
- During the term of the Contract and for a period of six years after termination of the contract, the Supplier and the Customer undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party. Each party may disclose the other party’s confidential information:
- to its employees, officers, representatives, subcontractors, or advisors who need to know such information for the purposes of carrying out the party’s obligations under the Contract
10.2.1 each party to whom the confidential information is disclosed to at clause
10.1.1 shall use the confidential information for the performance of its obligations under the contract only.
During the term of the Contract and for a period of six years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
- Without affecting any other right or remedy available to the Customer and Supplier. Either party may terminate the Contract with immediate effect at any time before delivery with immediate effect by giving written notice (unless payment has been made). The Customer may terminate the Contract with the Supplier with immediate effect by giving written notice to the Supplier if:
- the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
- the Supplier suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
- the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Supplier is a company) these events take place for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;
- (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Supplier, other than for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;
- (being a company) an application is made to court, or an order is made, for the
appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Supplier;
- (being a company) the holder of a qualifying floating charge over the Supplier's assets has become entitled to appoint or has appointed an administrative receiver;
- (being an individual) the Supplier is the subject of a bankruptcy petition or order;
- a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
- a person becomes entitled to appoint a receiver over the Supplier's assets or a receiver is appointed over the Supplier's assets;
- any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2.2 to clause 12.2.9 inclusive;
- the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
- the Supplier's financial position deteriorates to such an extent that in the Customer's opinion the Supplier's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
- (being an individual) the Supplier dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health
- Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at
- Clauses which expressly or by implication survive termination of the Contract shall continue in full force and
13. FORCE MAJEURE
- Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure result from events, circumstances or causes beyond its reasonable
- The Supplier shall use all reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations.
- If a Force Majeure Event prevents, hinders or delays the Supplier's performance of its obligations for a continuous period of more than 14 Business Days, the Customer may terminate the Contract immediately by giving written notice to the
- Assignment and other
- The Customer may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the
- The Supplier may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the
- Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally by hand, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
- A notice or other communication shall be deemed to have been received: if delivered personally by hand, on signature of a delivery, when left at the address referred to in clause 2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
- The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
14.3 Identification Requirements.
The Supplier will require the following identification documents:
- Supplier to provide one photo identification document of a Director, AND
a recent utility bill (must be within 3 months of the Order) at time of payment for Goods.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or partprovision shall be deemed deleted. Any modification to or deletion of a provision or partprovision under this clause shall not affect the validity and enforceability of the rest of the Contract.
A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise
of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.6 Third party rights.
A person who is not a party to the Contract shall not have any rights to enforce its terms. nless U expressly states otherwise, the Contract does not give rise to any third party rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the third party to rescind or vary the Contract are not subject to the consent of the Customer or Supplier.
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Customer.
14.8 Governing law.
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).