TERMS AND CONDITIONS OF PURCHASE 14-04-2016
1 – DEFINITIONS
1.1. “Company” means Sapphire Balustrades Limited or any subsidiary company.
1.2. “Supplier” means the person or company from whom the Company has purchased goods, services or materials.
1.3. “Contract” means the Company’s Purchase Order given to the supplier of Goods, Services and Rented Goods based on these Terms and Conditions of Purchase.
1.4. “Supply” includes the supply of Goods, Rented Goods and the performance of Services as defined below.
1.5. “Goods” includes the articles to be provided as set out in the Contract, including documentation and rented goods as required by the Contract.
1.6. “Rented Goods” includes articles loan, hired or leased by the Supplier to the Company.
1.7. “Services” includes the performance of duties as requested and defined in the Contract.
1.8. “Specification” includes descriptions of weight, size, dimensions, quality and safety requirements, performance parameters, and materials as defined in the Contract or in documents referenced by the Contract.
2 – GENERAL
2.1. These conditions shall apply to all contracts for Supply by the Company from the Supplier, to the exclusion of all other terms and conditions including any terms and conditions which the Supplier may purport to apply under any sales offer or similar document.
2.2. Dispatch, collection from the Suppliers premises by the Company, or delivery of the Goods or Rented Goods or performance of the Services by the Supplier to the Company shall be deemed conclusive evidence of the Supplier’s acceptance of these Conditions.
2.3. Any variation of these Conditions (including any special terms and conditions agreed between the parties) shall not apply unless agreed in writing and signed by an officer of the Company.
2.4. These Conditions of Purchase supersede all earlier or undated Conditions of Purchase of the Company.
3 – VALIDITY
3.1. No Contract is valid unless it has been emailed with a valid order number from a member of the Purchasing Department.
3.2. The Supplier shall not act upon any instruction (including an instruction requiring a variation to the Contract) other than one that is issued by the Company in writing. If the Supplier receives any verbal instruction he shall forthwith notify the Company’s Purchasing Department and await the Purchasing Department’s written instructions. If the Supplier acts upon any instruction issued other than in writing then he does so at his own risk and cost.
4 – TITLE AND RISK
4.1. All Goods provided under the Contract shall be in accordance with the Specification unless otherwise specified in writing and shall become the property of the Company upon delivery, collection or payment for the Goods, whichever comes first.
4.2. The risk of loss or damage to the Goods remains with the Supplier until either collected from the Suppliers premises by the Company or delivered to site by the Supplier.
5 – DELIVERY
5.1. Time is of the essence in this Contract. Delivery dates as stated on the Purchase Order may be extended at the Company’s sole discretion. If there is a delay, or a possibility of a delay, beyond the Supplier’s reasonable control, the Supplier must provide written notification within two days of becoming aware of any such delays.
5.2. If the Supplier fails to Supply in accordance with the Contract on the Delivery Date or to the Specification, then, without prejudice to the Company’s rights or remedies for the breach of contract:
(a) The Company may terminate the Contract. In this event without prejudice to the Company’s other remedies the Supplier shall promptly collect any goods which have been delivered and refund any monies that have been paid.
(b) Where a short delivery has been made and the Company has not terminated the Contract under Clause 5.2(a), the Company may accept the part delivery and recover from the Supplier any losses incurred as defined in clause 12.
(c) Where the Supplier supplies defective Goods or Rented Goods, or refuses or neglects to remove or make good such defective Goods or Rented Goods after being directed in writing so to do by the Company, the Company may reject the Goods or Rented Goods. In this event without prejudice to the Company’s other rights and remedies, the Supplier shall:
- promptly collect any goods which have been delivered,
- refund any monies that have been paid, and
iii. be liable for consequential losses as defined in clause 12.
(d) The Company has the sole right to demand reasonable fulfilment of the Contract regardless of consequences to the Supplier. The Company may exercise these rights by written notice to the Supplier.
5.3. The Company shall reserve the right to refuse delivery of goods made more than 14 days before the agreed delivery date.
5.4. All goods shall be suitably packed, wrapped or prepared by the Supplier for protection in transportation and storage.
6 – SITE ARRANGEMENTS
6.1. For all deliveries to or on behalf of the Company, the driver of the vehicle is responsible to comply with all health and safety arrangements in place by the persons in control of the delivery site including using site equipment and systems specified in their Safe Systems of Work. The vehicle driver must have site PPE including Hi-Vis Vest/Jacket, Safety Footwear, Hard Hat, Gloves and Goggles, and where applicable, suitable ladder access to the bed of the vehicle, leading-edge protection system or harness and fall restraint system.
6.2. The Supplier will be responsible for costs of non-compliance with clause 6.1 or for failed deliveries including if any driver is turned away from the delivery site.
6.3. Demurrage charges will not be payable for deliveries where unloading and standing time do not exceed 4 hours.
6.4. If delivery is not to Arkwright Road, Reading, a signed proof of delivery and a copy of the delivery note are required to be sent by email to email@example.com to deem the goods delivered.
6.5. No charges for packing, pallets, crates, containers etc. whether returnable or not shall be made unless otherwise agreed in writing by the Company.
7 – DOCUMENTATION
7.1. In addition to requirements listed elsewhere:
(a) An invoice must be submitted within 7 days of delivery and should state the order number, the date of despatch, the quantity and type of goods. Invoices submitted must contain one Purchase Order number.
(b) Certificates of Conformity must be supplied for all Goods and Rented Goods
(c) If any Inspection & Test Plan is supplied with the Purchase Order, inspection and test results for the Goods must be supplied conforming to that plan.
7.2. Invoices with no Purchase Order numbers, or with multiple Purchase Order numbers, may not be processed.
7.3. Invoices are to be addressed to the Finance Department at the Company address. Invoices submitted to other addresses or other persons may not be processed.
8 – PAYMENT
8.1. The Supplier will be paid at the time (typically 30 days from receiving the invoice of completely fulfilled orders, unless otherwise agreed) and in the manner and at the rates and prices stated in the Company’s Purchase Order.
8.2. Where documentation is incomplete or erroneous, this may delay payment until corrected documentation is received.
9 – CHANGES TO CONTRACT
9.1. The Company reserves the right to order in writing any variation to the Contract by way of addition, omission, alteration, substitution at any time and the Supplier shall comply with such reasonable variations.
9.2. The Supplier does not have the right to adjust any rates or prices within the Contract after the date of the Contract unless confirmed in writing as laid out in clause 3.2.
10 – INTELLECTUAL PROPERTY
10.1. Documents and communicated information disclosed to the Supplier may be protected by Copyright, Design Rights, Trade Marks, Registered Designs and/or Patents. The Supplier must treat all disclosed documentation and information as if it is protected intellectual property and must consequently take appropriate precautions.
10.2. The Supplier may not disclose any such documentation or information gathered in the Supply without written permission from the Company or unless strictly necessary in order to fulfil the Supply.
11 – INDEMNITIES AND WARRANTIES
11.1. The Supplier shall be liable for and shall maintain such insurances as necessary to indemnify the Company and his clients against any liability, loss, claim, or proceedings whatsoever arising in respect of personal injury to or death of any person or in respect of any injury or damage whatsoever to any property arising out of the course of or caused by the carrying out of the Supply being provided by the Supplier. A copy of the insurance certification must be supplied at least annually to the Company.
11.2. The Supplier guarantees that the sale or use of his Goods will not infringe any British or foreign patent or trade mark or registered design of copyright and undertakes to indemnify and keep the Company indemnified against all actions, judgments, decrees, costs, claims, demands and expenses resulting from any actual or alleged infringement and undertakes at his own expense to defend or assist in the defence of any suit or action which may be brought in this connection.
11.3. In addition to any Specification all Goods and Services shall be fit for purpose and compliant with the relevant British, European or International Standards.
11.4. Where materials are not specified, or are recommended by the Supplier, the Supplier must use reasonable skill and care to avoid the selection of materials and/or manufacturing techniques which are dangerous to health, environmentally unfriendly, or which tend to fail in practice.
12 – CONSEQUENTIAL LOSS
12.1. In the event of a Supplier default under clauses 5, 6 or 7.1(b), reasonable indirect consequential losses incurred by the Company may be charged to or set off against (see clause 14.1) the Supplier’s account and will be held as a debt against the Supplier. Consequential losses include, but are not restricted to, the following:
(a) All losses and expenses that are directly or indirectly incurred as a result of the Supplier’s default.
(b) Company employee time spent directly as a result of the Supplier’s default. This will be charged at:
- £35/hour for operatives.
- £50/hour for managers.
iii. £150/hour for directors.
13 – INSOLVENCY
13.1. If the Supplier becomes bankrupt or has a receiving order or administration order made against him or presents his petition to bankruptcy or makes an arrangement or assignment in favour of his creditors, or agrees to carry out the Contract under a committee of inspection of his creditors or (being a corporation) goes into liquidation (other than a voluntary liquidation for the purposes of amalgamation or reconstruction), then in any such event or rumour of such event and without prejudice to any other rights or remedies, the Company may by written notice to the Supplier terminate the Contract and thereupon the Company may take possession of all Goods or Rented Goods, including partially completed Goods and may use them for its own purposes or sell all or any of them and apply the proceedings or towards the satisfaction of monies otherwise due to the Company by the Supplier.
14 – SET OFF
14.1. The Company shall have the right to set off against any amount due from him to the Supplier any sum or sums which at the date of set off are due and owing to the Company under any Contract whatsoever between either the Company and the Supplier or between the Company and any company which is either a subsidiary of the Supplier within the meaning of Section 256 of the Companies Act 2006 or which is an associated company of the Supplier. For the purposes of this clause only “associated company” means:
(a) a company which directly or indirectly owns or holds more than 50% of the share capital or voting interest of the Supplier or
(b) a company in which more than 50% of the share capital or voting interests are owned or held directly or indirectly by a company falling within sub-paragraph (a) above.
15 – TERMINATION
15.1. The Company reserves the right to cancel all or part of the Contract to the Supplier. In this event, the Supplier will not be entitled to charge any costs resulting from the termination, including loss of profit.
15.2. If the Supplier repudiates his obligations under the Contract, the Company reserves the right to terminate the Contract. In this event, the Company shall be entitled to charge reasonable costs to the Supplier including consequential losses.
16 – SEVERABILITY
16.1. If any clause or sub-clause of this Contract is declared unenforceable or invalid, the remainder will continue to be valid and enforceable as if the clause or sub-clause did not exist.
17 – JURISDICTION
17.1. This Contract shall be governed by accordance with the laws of England and Wales.
17.2. Any claim or dispute arising out of or in connection with the Contract shall be subject to the exclusive jurisdiction of the English Courts.
TECHNICAL CONTENT DISCLAIMER
Please note that all technical information given in any form is intended for general guidance only and is given without engagement. Additional information and advice on specific applications should be sought and relied on as felt suitable by the architect, designer, structural engineer or other specialist.
Any drawings provided by this company or included in our brochures are for aesthetic purposes only and are not meant to depict a design solution to the issues shown. It is provided in good faith as being representative of what may be provided. It is not a design solution nor is it meant to suggest a solution either to be helpful or otherwise. The design solution rests with the client’s design team and not with Sapphire Balustrades Limited.
All guidance given by Sapphire must be adapted to suit local conditions and the type of application, material etc being used. These ideas, drawings and images etc. are purely suggestions and are not inteded to be used as solutions.
Sapphire cannot accept responsibility for any errors or costs etc and we reserve the right to make technical, component, range etc modifications without notification. Whilst Sapphire seeks to ensure details are correct to the best of their knowledge, Sapphire accept no liability for printing or published content errors or omissions.
It is imperative that any regulatory or design guidance acted upon is independently researched and supported by companies other than Sapphire.
ELECTRONIC COMMUNICATION DISCLAIMER
Please note the contents of all emails and electronic communication, including but not limited to any attachments, are confidential. They may also be legally privileged or otherwise protected from disclosure. All information and emails should not be used by anyone other than the intended recipient, nor may it be copied or disclosed to anyone who is not an original intended recipient. If you have received an email from us by mistake please notify us by emailing the sender, and then delete the email and any copies or associated attachments from your system. Liability cannot be accepted for statements or opinions made which should be entirely deemed as the senders own and not made on behalf of Sapphire. Sapphire cannot accept liability for any virus or related damage resulting from the use or receipt of any email message, attachments, website or software. You should perform your own virus checks before opening or downloading any information or attachments.
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