Calgaz Ltd – Unit 21/22, Rosevale Road, Newcastle-under-Lyme, ST5 7EF, United Kingdom.
STANDARD PURCHASE TERMS AND CONDITIONS
The following Conditions of Purchase shall apply unless otherwise agreed in writing on behalf of the purchaser.
a) The term “Purchaser” shall mean the Company – Calgaz Ltd
b) The term “Supplier” shall mean the person or Company to whom the Purchase Order is issued.
c) The term “Goods and Services” shall mean the materials, products, or services to be
purchased as specified in the Purchase Order.
- FORM OF PURCHASE ORDER AND AMENDMENTS
The Purchaser shall not be liable for any order or amendments other than those issued or confirmed on the Purchaser’s official printed Purchase Order or amendment form and duly signed by an authorised official.
- DELIVERY DATE
The time stipulated for delivery of the goods or services in the Purchase Order shall be of the essence. The supplier shall give notice as soon as practicable if delivery is likely to be delayed.
- CARRIAGE AND DELIVERY INSTRUCTIONS
All goods supplied against the Purchase Order must be delivered carriage paid unless otherwise stipulated. Goods must be adequately packed or protected to withstand transit and short term storage. Packages are to be clearly marked with the Purchase Order number and packing note enclosed within the package.
In the case of goods delivered by the Supplier not conforming with the Purchase Order, whether by reason of being of quality or in quantity measurement not stipulated or being unfit for the purpose for which they are required where such purpose has been made known to the Supplier, the Purchaser shall have the right to reject such goods and to purchase elsewhere as nearly as practicable to the same specifications and conditions as circumstances shall admit and without prejudice to any other right to which the Purchaser may have against the Supplier, to claim for any additional expense incurred. The making of any prior payments by the Purchaser shall not prejudice the Purchaser’s right of rejection.
The Supplier’s invoice shall not be submitted until the goods are due and have been delivered to the Purchaser. Unless otherwise stated in the Purchase Order payment will be made as per agreement.
The Supplier shall permit its works and at the works of any sub-contractors, such progress and inspection surveillance as is considered necessary by the Purchaser. This expediting, inspection, testing, or any failure to do shall in no way relieve the Supplier of his obligations under the contract.
Any order placed by the Purchaser shall be treated as confidential and in particular the Supplier shall not make use of the Purchaser’s name or the name of any companies associated with the Purchaser for publicity purposes without the prior written consent of the Purchaser. Furthermore, all designs, drawings, specifications and information which may be supplied in connection with this order are confidential and must only be used for the purpose of this order.
In the event of any complete or partial stoppage of the Purchaser’s project for which the goods, which are the subject matter of this Purchase Order, are required, for reasons beyond the Purchaser’s control, such as but not limited to, tempest, floods, Acts of God, actions of any Governments, strike, lockouts, fires, explosions or accident, then the completion of such work may be suspended or postponed at the Purchaser’s option until the circumstances preventing or hindering the use of such goods has ceased.
a) Default In the event of any breach of the conditions of the Purchase Order, including a failure to deliver by the due date, then the Purchaser without prejudice to any other rights, may terminate this order and may return any goods previously supplied under this Purchase Order for full credit by the Supplier. b) For Liquidation or Reconstruction This Purchase Order may be terminated as follows: (i) by the Purchaser with immediate effect if the Supplier goes into liquidation other than for the purposes or reconstruction, becomes insolvent or makes any arrangement with creditors or has any form of execution levied against his goods or commits any act of bankruptcy. (ii) by the Purchaser in the event of the ownership of control of the Supplier being materially altered, whether by a change in the ownership or stock or otherwise. c) For Convenience This Purchase Order may be terminated at any time by the Purchaser, giving notice in writing. On receipt of such notice, the Supplier will cease production of the order.
In addition to and without prejudice to the generality of these Conditions, the Supplier
undertakes to keep the Purchaser indemnified against any damage to the Purchaser’s property
and against the claims for loss or injury to any person or to the property of any person by any
reason of the negligence or any act or omission on the part of the employers, sub-contractors, or
agents arising out of the execution of this Purchase Order and to adequately insure this liability.
Without prejudice to any other rights whether implied by statue or otherwise which the
Purchaser may have, the Supplier undertakes at the Purchaser’s option either to repair or
replace or refund the cost of the goods which fall within a period of 18 months from the date of
delivery, or within a period of 12 months from date of commission whichever period is the
longer, notwithstanding such other period as may be specified by the Purchaser.
- SPARES SUPPORT
The Purchaser’s Purchase Order for goods is placed on the understanding that component parts,
or identical replacements, will be available to the Purchaser for a period of at least five (5) years
from the date of this Purchase Order, or that prior to these parts being made obsolete, at least
nine (9) months’ notice will be given to the Purchaser in writing.
- FREE ISSUE MATERIAL
When material is issued on a free issue basis the Supplier undertakes to replace at its own
expense, any such material scrapped in excess of any scrap allowance given. All free issue
material shall remain the Purchaser’s property and all work done thereon shall immediately vest
in the Purchaser.
The Supplier will also keep an inventory of the use and stock of all free issue material.
- MANUFACTURING CHANGES
The Purchaser must be advised of all processed changes in the Specification or method of
construction of products supplied. In the event of the Purchaser accepting the change, written
approval will be sent to the Supplier.
- PATENT INDEMNITY
The Supplier shall indemnify the Purchaser against any claim or infringement of Patents, Registered Designs or other rights which arise as a result of the sale or use of the goods supplied by the Supplier. This indemnity shall extend to all expenses, costs and damages which the Purchaser may incur as a result of such action. This indemnity shall not extend to cases in which the goods concerned have been supplied to the design of the Producer.
- FORCE MAJEURE
No failure or omission by either the Supplier or the Purchaser to carry out or observe any of the stipulations, conditions or obligations to be performed hereunder shall, except as herein expressly agreed to the contrary, give rise to any claim against the other party of be deemed to be a breach of contract of such failure or mission arises from a cause reasonably beyond the control of the party claiming force majeure.
Where a service is being provided on the property of the Purchaser, the Supplier shall be responsible for the safety of all persons engaged on the work and all persons who may be affected by activities of the Supplier.
- ASSIGNMENT AND SUB-CONTRACTING
The Supplier shall not assign or sub-contract any part of the order without the prior approval of the Purchaser. Unpriced copies of any such orders should be supplied to the Purchaser on request. The right to enter the sub-contractor’s premises for the purpose of expediting and inspection shall be freely given.
If any dispute or difference of any kind whatsoever shall arise between the Purchaser and the Supplier in connection with or arising out of this agreement, the same shall be referred to an arbitrator to be agreed upon between the parties, or failing agreement, to be nominated on the application of either party, by the President for the time being of the Law Society of England and Wales and any such Arbitration shall be deemed to be a submission to Arbitration within the meaning of the Arbitration Act of 1950, or any statutory modification or re-enactment thereof.
This order shall be governed, construed and shall take effect in accordance with the Laws of England.
- ENTIRE AGREEMENT
The terms and conditions set out on this order, together with any subsequent amendment made in accordance with Clause 2, represents the entire agreement between the Purchaser and Supplier.
- SPECIAL CONDITIONS
Where special conditions are stated on the front of this Order, these conditions shall apply equally with the general conditions shown above except that where there is any inconsistency between the general and special conditions, the special conditions shall apply.