‘The Purchaser’ means Architen Landrell Manufacturing Limited
‘The Seller’ means the person with whom the Purchaser has placed the Contract
‘The Goods and Services’ means the subject matter of the Contract
‘The Contract’ means the Purchaser’s Order and Order Number or any supplementary agreement there-to, including these Terms and Conditions, and the Seller’s acknowledgement thereof (if any) but excluding any terms or conditions of the Seller unless expressly agreed to in writing to be incorporated in the Order.
2. Purchaser’s Conditions
These conditions form part of the Contract. Unless any terms or conditions to which the Seller may be subject are expressly accepted in writing by the Purchaser they are excluded from the Contract.
The Contract is limited to the provision of the Goods and / or Services and the Purchaser accepts no liability for any excess supplied over and above the stated quantity ordered.
The Goods shall be supplied at the prices stated on the Purchaser’s order and is carriage paid and fixed price and no price variation is permitted or payable without the written consent of the Purchaser.
5. Conflict of Documents
Should there be any conflict between the documents issued by the Seller and the Purchaser which form part of the Contract then the Purchaser’s documents including the order terms and conditions shall prevail.
Unless expressly agreed to in writing by the Purchaser, the Seller shall not assign the Contract in whole or in part .Any approved assignment or sub-letting shall include the terms and conditions of any assignment which shall be deemed to impart the same obligations upon the assignee as do these conditions upon the Seller. No agreement of assignment by the Purchaser shall relieve the Seller of any of his obligations under the Contract.
7. Time and Delivery and Vesting of Goods
The date for delivery of the Goods to the named location stated in the Contract is of the essence of the Contract. Any accepted delivered Goods shall become the property of the Seller but the Goods shall remain at the risk of the Seller until such delivery.
8. Patents and Rights
The Seller shall indemnify the Purchaser against all claims made against the Purchaser for infringement of patents or copyright or intellectual property rights arising from the use of any of the supplied Goods by the Purchaser or his customer.
9. Sellers Default
If the Seller shall commit a breach of the Contract the Purchaser may give notice to the Seller of the nature of the default and may either require the Seller to remedy the default within 3 days from the date of such notice or in the case of a default not capable of being remedied including late delivery or a default capable of being remedied but being not remedied within the period of the notice as stated or some other agreed extended period then at the sole discretion of the Purchaser the Contract may be immediately terminated.
If the Seller commits any act of Bankruptcy or has a receiver appointed or winding up proceedings are issued against him, unless for the purposes or amalgamation or reformation or reconstruction, or dies, then at the sole discretion of the Purchaser the Contract may be immediately terminated.
Termination pursuant to Clauses 9 or 10 of these conditions shall be without prejudice to any other rights of the Purchaser arising there from. The Purchaser shall not be liable to the Seller for any loss suffered by him as a result of termination but the Seller shall indemnify the Purchaser against all costs loss or expense incurred as a result of said termination of the Contract.
12. Terms of Payment
The price payable shall be the price stated in the Contract.
Unless otherwise agreed in the Contract, the Seller shall submit Invoices for Goods delivered in any month before the 10th of the following month and to the address on the Purchaser’s order and shall include for any discounts as agreed in the Contract.
The Supplier shall submit separate invoices for each delivery under the Contract.
The Invoices shall be Numbered and be clear and precise in their content and intent and be referenced to the Advice Note or Delivery Note Number accordingly.
Where value Added Tax is falling due upon the net value of any approved invoice, the Seller shall charge Value Added Tax at the current statutory rate.
The Supplier shall provide the Purchaser with such information as is reasonably required to justify the addition of Value Added Tax and this shall include the Suppliers V.A.T. Registration Number.
Unless stated otherwise in the Contract, approved invoices are payable by the end of the month following the month of submission of the invoice.
13. Rejection of Goods
The Purchaser retains a right to reject any goods upon or following their delivery or reject goods assigned for delivery if they are not the goods subject to the order or are in contravention of these terms and conditions in any way. This rejection notice may be verbal or in writing and shall be given, if convenient, on the day of delivery or pre-delivery or any subsequent post-delivery inspection. Any costs arising from and in the removal of rejected goods and the immediate subsequent replacement of same with the goods intended by the Contract shall be wholly and inclusively borne by the Supplier. Such notices of rejection may also be in writing upon the Supplier’s advice note and returned with the goods to the Supplier at his expense.
14. Defect Liability
Should the delivered goods after being accepted in good faith as being the goods subject to the Contract develop a fault or defect that arises through faulty packaging workmanship materials or design then the Supplier shall remedy the such defects at his own expense and at the convenience of the Purchaser .If the Seller does not complete his obligations towards remedying the defect within a reasonable time of the Purchaser’s notice so to do then the Purchaser may carry out such Seller’s obligations at the expense of the Seller but without prejudice to the rights of the Purchaser arising from any defects so remedied. The Purchaser retains the right to assign this benefit to his customer without notice or recourse to the Seller.
15. Performance of the Supplied Goods or Services
The Supplier here-in warrants that the goods or services supplied by him as being exact to size quality and Specification and fit for purpose being of proper adequate design and substance and in full compliance with any Drawings Specifications schedules or design guides issued to him and deemed to be included by him under this Contract in full and in every respect. Such warranty shall include any required performance specified under the Contract for the supply and shall include, free of any further charge, for provision of such information, tests and proofs as may be reasonably required in order to demonstrate compliance of the supply and all notwithstanding any other provisions of the Contract.
16. Compliance with Statutory Acts
The Supplier shall comply with all current legislation and Statutory Acts relating to the Supply of Goods and Services including but not limited to the Health and Safety at Work Acts in time being Control of Substances Hazardous to Health Regulations and Provision and use of Work Equipment Regulations as applicable at the time of the Contract or within the contemplation of the Supplier at the time of the Contract. Any and all available product information for COSHH and Environmental requirements shall be provided by the Supplier including data sheets, handling and storage instructions, as required by Law.
The Seller shall indemnify the Purchaser against all losses, costs, damages, fines and expenses incurred by way of any breach by the Supplier of any of these Terms and Conditions.
The Seller shall provide and maintain such Insurances as are required to cater for the full recovery of all values of the Goods and Services provided in respect of the obligations and indemnities required under the Contract of supply and shall, when so requested provide the Purchaser with evidence of such Insurances which shall be current for the duration of the Contract.
Without reference to any other Term or Condition of this Contract ,the Purchaser reserves the right to cancel any Contract by written notice to the Supplier of not less than 14 days prior to the intended delivery date and acknowledges that ,subject to agreement, the reasonable direct demonstrable expense arising from the cancellation will be paid over to the Supplier as an Invoice in the same Terms as this Contract and this to be in full and final settlement of all costs arising under this Contract. No other form of claims for expense following a cancellation will be paid.
20. Packaging and Packing
Unless otherwise agreed within the content of the Contract, the Purchaser is under no obligation to recover and return any packaging or palletting delivered with the Goods.
21. Mechanical Plant and Tool Hire
Any Plant or Equipment including small tools ordered from the Seller on a Hire Order shall be subject to the Hirers conditions which, unless otherwise agreed, shall be deemed to impose no greater obligations upon the Purchaser of the Hire than do those Conditions of hire set forth in the Contractors Plant Hire Associations Standard Terms and Conditions and Model Forms of Contract in time being.
This Contract shall be governed by the prevailing Laws of England and Wales.
23. Special Conditions of Order.
Should this Contract require the inclusion of special conditions by way of extended delivery periods or site condition allowances etc. then these will be clearly stated upon the face of the Order.
24. The Construction Act
The goods and services Architen Landrell are contracted to provide to you, as described in your Order constitute “Construction Operations” within the meaning of S105 of the Housing Grants Construction & Regeneration Act 1996 [the “Construction Act”]. Your Order constitutes a “Construction Contract” within the meaning of S104 of the Construction Act.