Wood & Douglas Limited
Terms and Conditions of Purchase of Goods and /or Services
In this document the following words shall have the following meanings:
‘Company’ means Wood & Douglas Ltd (CRN 02844692) of Lattice House, Baughurst, Tadley, Hants RG26 5LP who are the buyers for the purposes of these conditions.
‘Goods’ means the articles and/or service or any part described in the Order.
‘Order’ means the purchase order form submitted by the Company to the Seller for the purchase of the Goods.
‘Seller’ means the person, firm or company to whom the Order is addressed. ‘Specification’ means the technical description (if any) of the goods.
2.1 These terms and conditions set out the basis upon which the Company purchases Goods from the Seller.
2.2 All Orders placed by the Company whether pursuant to a quotation or otherwise shall be subject to the following terms and conditions and unless the Company agrees otherwise in writing through a duly authorised officer these terms and conditions will apply to the exclusion of all others to any contracts arising from such Orders.
2.3 The Seller will be taken to have waived its own terms and conditions of sale or any sales conditions other than those set out in these terms and condition, if any, on their acknowledgment of an Order.
3. Quality and Description
3.1 All Goods supplied by the Seller in the execution of the Order placed by the Company shall conform as to quantity, quality and description with the particulars specified in the Order, in any drawings samples, patters and/or Specification relating thereto and shall be of sound materials and workmanship.
3.2 The Goods shall be capable of any standard of performance specified in the Order or Specification or any other representation made by the company to the Seller howsoever made. If no standard of performance is specified then the Goods shall be of a standard contained in any relevant British Standard Specification.
3.3 The Seller warrants that in performing the Order it shall do so with all due care and attention and will exercise its skill and judgement and that the Goods shall be fit for the purpose expressly or implicitly indicated in the Order and acknowledges that the Company will rely upon these warranties.
4. Inspection and Testing
4.1 Upon giving reasonable notice the Company shall be entitled but not required to inspect and/or test the Goods on its own behalf during the course of manufacture at any reasonable time at the Sellers works or at the premises of any permitted sub-contractor.
4.2 Failure by the Company to note any defect or to make complaint regarding any breach of these terms and conditions on inspection shall not constitute a waiver by the Company of any remedy or right in relation to the breach of any of the Sellers obligations under these terms and conditions.
5. Place and Time of Delivery
5.1 The Seller shall deliver the Goods ordered to the Company properly packed and secured at the place or places and in the manner and at the time or within the times specified in the
Order or as subsequently agreed between the Seller and an authorised officer of the Company.
5.2 Time of delivery of the Goods shall be of the essence of these terms and conditions.
5.3 Acceptance by the Company of any delivery outside the time or times stated in the Order or otherwise agreed and/or not at the place or places specified shall not constitute a waiver by the Company or any remedy or right in relation to the breach of any of the Sellers obligations under these terms and conditions.
6. Passing of Title and Risk
The full legal and beneficial title in the Goods and risk in the Goods shall pass to the Company on acceptance of delivery of the Goods by the Company without prejudice to any right of rejection which may accrue to the Company under these terms and conditions or otherwise.
7. Cancellation and Rejection
7.1 In any of the following events the Company has the right by summary notice to cancel the Order or any part of the Order and/or reject the Goods not withstanding that the property in the Goods may have passed to the Company and in any event will be entitled to damages any loss or expense whatsoever caused directly or indirectly to the Company where:
7.1.1 The material or Goods to be supplied are not received by the Company by the date specified in the Order or otherwise agreed between the Seller and an authorised officer of the Company; or
7.1.2 The material or Goods do not comply strictly with the provisions of condition 3 hereof or do not pass such inspection as may be required by the Company or any customer of the Company or Agent or any Government Department concerned; or
7.1.3 The Seller is otherwise in breach of its obligations implied by law or set out in these terms and conditions.
7.2 The Company shall in giving notice or cancellation or rejection specify the reasons therefore and shall thereafter return the rejected goods to the Seller provided that the Company may grant to the Seller the opportunity of inspecting rejected Goods prior to the return thereof and in such event inspection shall be by the Seller within 8 days of notification. At the expiration of that period or sooner if no opportunity for inspection is afforded to the Seller, the rejected Goods will be despatched to the Sellers work without further notice and at the entire expense and risk of the Seller.
8.1 In addition to and without prejudice to the generality of the foregoing terms and conditions, the Seller will indemnify the Company against all loss including consequential loss, costs, claims,expenses and demands or other liability whatsoever resulting directly or indirectly at any time from:
8.1.1 The negligence or any wrongful act or omission on the part of the Seller, it’s employees, subcontractors or agents or
8.1.2 any defect or defects discovered in the Goods supplied under this Order attributable to defective design (other than a design made, furnished or specified by the Company for which the Seller has in writing disclaimed responsibility) faulty materials, and/or free of all charge or credit or reimburse any part of the purchase price already paid under the Order. At the Company’s option replacement Goods may be made and supplied within a reasonable time subject to these terms and conditions.
8.2 The Seller shall duly indemnify the Company against all actions, claims, demands, costs charges and expenses arising from or incurred by reason of any infringement of alleged infringement of letters, patent registered design, trademark, trade name or copyright by the use of Sale of any Goods supplied by the Seller and against all costs and damages for which the Company may become liable in any such action.
9.1 Nothing in these terms and conditions shall prejudice any conditions or warranties (whether express or implied) or any other right or remedy to which the Company is entitled in relation to the material Goods or work ordered whether by virtue of statute, common law, usage or otherwise.
9.2 The Seller warrants that it owns or has a licence to use any intellectual property vested in the Goods. If the Seller holds a licence to use any intellectual property in the Goods then it further warrants that it is acting in accordance with the terms of such licence in the fulfilment of the Order.
9.3 The Seller warrants that the design, construction and quality of Goods to be supplied under the Order comply in all respects with all relevant requirements of any Statute, Statutory Rule or Order or other instrument having the force of Law which may be in force at the time when the Goods are manufactured and delivered.
10.1 The Seller shall not without the previous consent in writing of the Company, assign or transfer the Order or any part thereof.
10.2 Any consent given by the Company under this condition shall in no way relieve the Seller from his obligations under the Order.
The Seller shall not without the previous consent in writing by the Company use the Order in any way to the purpose of advertisement or publicity.
The Order and all Specifications, drawings, materials, documents and information issued by the Company in connection therewith are confidential and their use and disclosure must be strictly confined to the Seller himself and his employees properly engaged therein (except in so far as confidential disclosure to sub-contractors or suppliers any be agreed by the Company in writing) and for the purpose of the Order.
13. Care and Return of Company’s Property
13.1 All Specifications, drawings, materials and documents supplied by the Company, or prepared or obtained by the Seller for and at the sole cost of the Company are, and any intellectual property rights therein, the exclusive property of the Company, (hereinafter called the Company’s Property). No reproduction of such material in whole or in part by any means shall be permitted without prior written approval of the Company.
13.2 The Company’s Property shall, while in the Seller’s possession or control be at the Seller’s risk and shall be maintained by the Seller in Good order and condition and insured against all normal insurable risks.
13.3 On completion of the Order or otherwise as directed by the Company, the Company’s Property shall be returned to the Company in good order and condition at the Seller’s risk and expense. If it is not so returned, the Company may withhold or require reimbursement of such part of the payment as is necessary to replace or repair the Company’s Property.
14. Force Majeure
14.1 In the event of the Company being prevented or hindered from using the Goods which are the subject of this Order by reason of any cause arising from or attributable to acts, events, non-happenings, omissions, accidents or Acts of God beyond the reasonable control of the Company, the delivery of such Goods and payment therefore may be suspended at the Company’s option until the circumstance or circumstances preventing or hindering the use of such Goods has ceased.
14.2 If suspension continues for a period of 6 months or more, the Company may by two weeks notice in writing, terminate the whole or any part of this Order thereby affected in the event of such termination, the Seller shall be entitled to be paid the sums remaining payable to the Seller under the terms of this Order in respect of work done and Goods provided up to the date of determination of Goods purchased by the Seller for the purpose of fulfilling of this Order (after making due allowances for their salvage value). The Seller will not be entitled to any further payment.
15.1 If the Seller commits any breach of the Terms and Conditions of the Order or suffers distress or levy of execution or becomes insolvent or commits an Act of Bankruptcy or enters into any arrangement or composition with his creditors or goes or is put into liquidation (other than solely for the purpose of amalgamation or reconstruction), or if a receiver or Manger is appointed over any part of the Seller’s business, the Company may without prejudice to any rights which may have accrued or which may accrue to it:
15.1.1 Terminate the Order summarily by notice in writing without compensation to the Seller or
15.1.2 Give any such receiver or liquidator or other person the option of carrying out the Order (on such terms and conditions as the Company may specify).
16. Continuing Provisions
The completion of termination of the Order shall not affect the continuing operation of conditions 3, 8, 9, 11, 12 and 13 hereof.
Any notice or other communication sent to the Seller shall be deemed to have been duly given or served within 3 days of it being sent to the Sellers usual business address, to such other address notified to the Company for this purpose or to the Seller’s last known address.
18. Law and Jurisdiction
18.1 The Order including these Conditions and any other documents comprising the Contract between the Company and the Seller shall be governed, construed and shall take effect in accordance with English Law.
18.2 Any dispute or claim arising out of or in connection with these terms and conditions or their formation or subject matter (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.
The heading of these terms and conditions shall not affect the construction thereof.