In these terms and conditions the PEM Sheet metal Ltd will subsequently referred to as ‘ the purchaser’. The ‘Supplier’ or ‘Seller’ is the company to whom the order is addressed.
Unless specifically agreed otherwise all prices shall be fixed firm and not subject to any form of surcharge or variation.
Any time or period for delivery, dispatch or completion shall be of the essence. The Purchaser shall be entitled to cancel the Order and / or claim reimbursement for all losses or expenses suffered in the event of: -
- a) The Supplier fails to deliver goods or provide services in accordance with the terms of the Order.
- b) The Supplier fails to make progress with the Order so a s to jeopardize the purpose of the Order. The Supplier undertakes to notify the purchaser in writing, without delay, of any change in the circumstances, which may delay
Unless specifically agreed otherwise all materials to be supplied under the order are to be new.
The Purchaser’s inspector or representative of the Purchaser’s Customer shall be entitled to the Purchaser’s authority to witness the inspection or testing of the goods or work which are the subject matter of the
Order at any reasonable time at the Supplier’s works or at the works of the Supplier’s sub-contractors. If required by the Purchaser the Supplier shall give the Purchaser adequate notice of the Supplier’s works test which
the Purchaser shall be entitled to attend. Reasonable facilities shall be provided at the Supplier’s expense for the inspector or representative. The Supplier shall provide the Purchaser with such certificates as the Purchaser may
require. Such inspection does not relieve the Supplier of any liability nor does it imply acceptance of the goods or work which are the subject matter of the Order.
Defective Materials or Workmanship
Without prejudice to all the Purchaser’s rights and remedies at law, the Supplier will repair at the Purchaser’s request or replace any defective item or items free of charge. The Supplier will investigate defective items
upon request by the Purchaser and will provide the Purchaser a written report describing the cause of such defects and setting out details of any corrective action, which will prevent recurrence. The Supplier shall keep the Purchaser
indemnified against any damage to the Purchaser’s property, including any materials or tools and against any claims for loss or injury to any person, or death of any person, or to the property of any person, to the extent caused by
the Supplier’s negligence or any act of omission on the part of the Suppliers employees, sub-contractors or agents arising out of the performance of the Order.
Packing, Delivery and Marking
All goods supplied against the Order must be adequately protected against damage and deterioration in transit. This applies if the goods are delivered by the Supplier or his representative, a third party, or by the Purchaser or his
representative. The goods shall be delivered to the Purchaser’s address carriage paid or as otherwise notified in writing to the Supplier and must bear the Purchaser’s Order Number on the packages thereof. The goods shall be
sent at the supplier’s risk until delivered to the Purchaser at the point specified in the Order unless the Purchaser otherwise agrees in writing. Unless otherwise provided in the Order all containers and packaging materials supplied
by the supplier shall be considered non-returnable and their costs shall be included in the price. Where the Purchaser receives goods as ’unexamined’ the Purchaser’s right subsequently to inspect the goods and reject them
if they do not comply with the specification, or claim for shortage, shall not be prejudice. When goods are rejected they will be returned at the Supplier’s risk and expense.
Inattention to the following details may mean delay in payment but no prompt payment discount shall be forfeited by the Purchaser on account of the Seller’s failure: -
- a) To send on the day of dispatch for each consignment such advice(s) of dispatch and invoice(s) as may be indicated in the Order or,
- b) To send a monthly statement of account by the 10th of the month quoting the invoice numbers applicable to each item thereon, or,
- c) To mark clearly the Supplier and Order Number on the consignment package, packing notes, advice notes, invoices, monthly statements and all other correspondence, or,
d) To provide any certificate or other documentation required under the Order. All payments made shall be without prejudice to the Purchaser’s rights should the goods, materials or services prove unsatisfactory or not in accordance with the Purchaser’s Order or instructions.
Passing of Property
Property in the subject matter of the Order shall pass to the Purchaser no later than the time of delivery, provided that any passing of title shall not prejudice ether the Purchaser’s right to reject for non-conformity
with specification, or any other rights the Purchaser may have under the Order provided that where advance or progress are made title but not risk shall pass to the Purchaser as soon as items are allocated to the Order. All items so
allocated shall be adequately marked as being the property of the Purchaser.
In the event of any interruption of the Purchaser’s business due to circumstances beyond the Purchaser’s control, such as, but not limited to, any industrial dispute, fire, explosion or accident which would prevent or
hinder the use of goods or work which is the subject of the Order, the Purchaser shall have the right to suspend the Order until such circumstances have ceased.
Tools and Materials
Where tools or materials are supplied by the Purchaser, the Supplier shall accept full responsibility for their proper storage, safe custody and method of use and shall accept the risk of loss and damage howsoever arising. Any such
tools or materials shall be used by the Supplier only for performing the work placed by the Purchaser and shall be returned at the Supplier’s expense at the completion of the work unless otherwise agreed by the Purchaser in writing.
Surplus materials and / or scrap shall be disposed of in accordance with the purchaser’s instructions.
The Supplier shall conduct any business pursuant to the Order with due consideration for the environment. The Purchaser shall not be liable for any costs incurred during, or at any time after work undertaken, with regard to the
environmental impact of goods or services provided by the Supplier. Any environmental precautions required in the handling or use of material covered by the Order shall be clearly indicated on each consignment and delivery note.
Health and Safety at Work Act 1974
In accordance with the requirements of the Health and Safety at Work Act 1974 and any re-enactment or amendment thereof, any safety precautions required for the handling of the material covered by the Order are to be clearly
indicated on each consignment.
Confidentiality and Publicity
The Supplier shall treat all information provided by the Purchaser as confidential and use such information only for the purpose of performing the Order. Where drawings or other data are issued, the Supplier shall exercise proper
custody and control and return / dispose of such in accordance with the Purchaser’s instructions. Prior written consent shall be obtained from the Purchaser before any publicity is issued by the Supplier in connection with the Order
Sub-Contracting, Assignment and Significant Changes
None of the work covered by the Order shall be sub-contracted without the prior permission of the Purchaser except as is customary in the trade. The Supplier shall remain responsible for the performance of the Order and shall nor
assign the Order or his right to payment hereunder.
Patent and Other Rights
Where development forms part of the Order the ownership of any intellectual property rights, including but not limited to, patents, registered designs, unregistered designs and copyright, arising from such development shall pass to
Intellectual Property Indemnity
The Supplier shall keep the Purchaser indemnified in respect of any claim of infringement of intellectual property rights by the use or sale of any goods supplied under the Order, and against all costs and damages for which the
Purchaser may become liable or may incur in any action for such infringement.
Where software is supplied in connection with the Order, the Supplier warrants that the Purchaser has been provided with any conditions of use or license terms relating to such software prior to the date of the Order. In the event
that such conditions or license terms have not been provided, the Supplier agrees to waive their application and the Supplier agrees to fully indemnify the Purchaser against all loses, claims, liabilities, damages, costs and expenses
arising from the Purchasers use of the software in contravention of any such conditions or license terms. The Supplier warrants that the Supplier is the owner of the copyright or other intellectual property in such software to be supplied
or has a valid license from the owner of the copyright or intellectual property to sell or sub-license the software to the Purchaser.
The Purchaser shall be entitled at any time by notice in writing to terminate this contract without compensation to the Supplier in respect of the Termination portion in the event that: -
- a) The Supplier becomes insolvent or the Supplier makes any composition or arrangement with their creditors or,
- b) Any petition is presented from the Supplier’s winding up
- c) The Supplier passes any resolution for the Supplier’s winding up.
Any concession or indulgence made by the Purchaser shall not be considered as a waiver of the Purchaser’s rights under the Order unless specifically authorized in writing.
The construction validity and performance of the Order shall be governed by the Law of England and subject to the exclusive jurisdiction of the English courts.
© 2005 PEM Sheetmetal Ltd