shall mean Getronics Services UK Limited.
shall mean these conditions for the purchase of Goods and Service.
shall mean all drawings diagrams specifications and manuals supplied or to be supplied by the Supplier with the Goods.
shall mean all equipment and software ordered by the Company or supplied by the Supplier in the course of completing the service.
"Service" or "Services"
shall mean the service ordered by the Company including all materials and Goods necessary to complete such service.
shall include all the software programs and the media on which they are supplied.
shall mean the person or persons to whom this order is addressed.
2.a) These Conditions shall apply to every purchase order for Goods or Services made by the Company and no variation shall be effective (whether contained in any document emanating from the Supplier (including any acknowledgement) or made orally by any person purporting to act on behalf of the Supplier) unless it is evidenced in writing and signed on behalf of the Company.
2b) Any documentation, software, or goods provided by the Company to the Supplier in connection with the Order, shall remain the property of the Company, and shall be returned to the Company on request, and shall be treated by the Supplier as confidential, and not disclosed to any third party without the Company’s consent. Further, the Supplier shall not advertise, announce or otherwise publicise in any form or cooperate or allow to be advertised, announced or otherwise publicised that the Goods or Services are to be or have been supplied by it to the Company or otherwise use the Company’s name or any other form of identity without the Company’s prior written consent.
2c) No provision of the purchase order shall be enforceable by any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
2d) The Supplier shall in performing the its obligations under the purchase order, comply with the Data Protection Act 1998 and any applicable data protection legislation or regulations which may subsequently be introduced.
2e) Save as expressly provided in these Conditions, the rights and remedies provided by these Conditions in favour of the Company are cumulative and (subject as otherwise provided in these Conditions) are not exclusive of any right or remedy provided by law.
3.b) The statutory and any express or implied right of the Supplier to a lien over the Goods and to any rights of stoppage in transit are hereby expressly excluded.
3c) The Company will pay value added or similar tax in addition to the price, if applicable, at the rate ruling at the appropriate tax point.
The Supplier shall ensure that the Goods are properly packed so that they are delivered to the Company in perfect condition. Any packaging cases or materials may be returned at the Suppliers request but at the risk, cost and expense of the Supplier.
5. Delivery and Performance Dates.
5a) The Supplier shall deliver the Goods to the Company at the place stated in the Company’s order and delivery of the Goods shall be made on the date or dates specified in the Company’s order, during the Company’s normal business hours and time for delivery shall be of the essence. In the event that the Goods or any part thereof are not delivered on such specified date or dates, the Company shall be entitled to cancel the contract and to reject the Goods when delivered without prejudice to any other rights it may have.
5b) In respect of Services, the Supplier shall supply the same at the place stated in the Company’s order and on the date or dates specified in such order, during the Company’s normal business hours and time for completion shall be of the essence. If no date has been agreed for the completion of the Service, it shall be completed in a reasonable time. In the event that the Service or any part thereof is not completed on such specified date or dates, the Company shall be entitled to cancel the contract without prejudice to any other rights it may have.
5c) The Company shall, on giving written notice to the Supplier, be entitled to postpone the date for delivery or completion, or to suspend deliveries in the event of a stoppage at the Company’s premises due to an act of God, war, riots, strikes, lock-outs, trade disputes, fires, breakdowns, mechanical failures, interruption of transport, government action or any other cause whatsoever, whether or not of like nature to those specified above, outside the Company’s control. In the event that the delivery date is so postponed, the provision of paragraph a) of this condition shall apply to such postponed date.
5d) The Supplier shall on the same day that the Goods are despatched, post to the Company an advice notice as to such despatch and ensure that a delivery note accompanies to the Goods.
5e) In these Conditions "despatch" and "despatched" mean the moment the Goods leave the premises of the Supplier or, if manufactured elsewhere, such other premises for delivery to the Company and "deliver " and "delivery" mean physical transfer of actual possession of the Goods to the Company and delivery to a carrier shall not be delivery to the Company.
6. Transfer of Property.
The property in the Goods shall pass to the Company at the earlier of:
6a) the payment of the price or any instalment of the price, or
6b) the date when the Goods leave the Suppliers premises for
direct or indirect delivery to the Company.
7a) The Goods are at risk of the Company only from the time of delivery provided always that if the Company has cancelled the contract pursuant to condition 5, or if the Company exercises any right of rejection the risk shall remain with the Supplier. In the case of Goods supplied as part of a Service, risk shall pass to the Company only on completion of the Service in accordance with the order. The Supplier’s tools and equipment shall at all times remain at his risk when on the Company’s premises.
7b) Where delivery has been delayed through the fault of the Company, the Goods shall notwithstanding such delay, remain at the risk of the Supplier.
7c) Notwithstanding any implied obligations the Supplier may be under, by virtue of the fact that the Goods remain at the risk of the Supplier until delivery, the Supplier shall forthwith replace any Goods destroyed, damaged, lost or which has deteriorated during the course of transit. Section 33 of the Sale of Goods Act 1979 shall not apply.
8. Quality and Quantity.
8a) All Services supplied to the Company, shall be carried out with utmost skill and care, and in a professional and proper manner by appropriately qualified personnel. The Supplier shall at all times comply with any safety or plant instructions issued by the Company, and shall perform its functions in accordance with the provisions of the Health and Safety at Work Act, and any other relevant acts, and shall not by its action place the Company in breach of such Acts.
8b) All Goods supplied to the Company, whether as part of a service or otherwise shall, without prejudice to any terms as to fitness for purpose, merchantability or conformity with description or sample which may be implied:-
8b)i conform in all respects to any description in the Company’s order or if there is none, their latest published specification.
8b)ii be fit and sufficient for the purpose for which they are designed or for the purpose made known by the Company and will meet any performance criteria notified to the Company.
8b)iii be of merchantable quality, free from defects, whether latent or patent, in both material and workmanship;
8b)iv be so designed and manufactured as to be safe and without risks to health when properly used.
8b)v be supplied with adequate information and instructions as to the use to which they are designed and to be put, in particular to ensure that when put to use, the Goods will be safe and without risks to health; and
8b)vi be supplied with adequate information and instructions do as to enable the Company to maintain the Goods:
8b)vii where a sample or samples are provided by the Supplier, the Goods shall conform in all respects with the sample or samples.
8c) Without prejudice to the Supplier’s obligations under subparagraphs 8a) and 8b) above, the Supplier undertakes to correct any defects in or non-conformity of the Service or the Goods without cost to the Company which becomes apparent during the period of twelve months from the date of actual completion of the Service, or delivery of the Goods to the Company as the case may be.
8d) The Company relies on the skill and judgement of the Supplier in relation to Goods and the Service.
8e) In the event that the Goods are delivered in quantities which are in excess of or less than the quantity ordered, the Company shall have the right to reject the whole, to accept part or to accept all of the Goods so delivered, and in the case of acceptance to pay for such part accepted at the contract rate and without prejudice to any other rights it may have.
8f) The Supplier undertakes that parts and components for the Goods will be available for purchase by the Company from the Supplier at reasonable prices for a period of not less than five years from the last manufacture of the Goods.
Parts and components shall not be considered to be available within this sub-condition if they need to be manufactured specially for the Company unless the price of such manufacture is equivalent to the price of the Goods when available in bulk quantities.
9. Inspection and Tests.
9a) The Company reserves the right to inspect the Goods, whether in the course of manufacture or in their finished state and such inspection shall not constitute acceptance of the Goods and notwithstanding such inspection or tests as provided in sub-paragraph 9b) below condition 8 shall remain in full force and effect, whether or not such inspection or tests revealed or should have revealed any defects in the Goods.
9b) The Supplier will carry out such special tests on the Goods as may be reasonably requested by the Company and in addition the Supplier shall carry out such testing and examination as may be reasonably necessary to ensure that the Goods are so designed, produced and manufactured as to be safe and without risk to health when properly used.
9c) The Company reserves the right to monitor performance of the Service, whether in the course of performance or when completed and any defects discovered shall be made good at the Supplier’s expense. Notwithstanding such inspection condition shall remain in full force and effect, whether or not such inspection revealed, or should have revealed any deficiency in the Service.
10. Injury and Damage.
The Supplier shall indemnify the Company against any claim costs or damages against or suffered by the Company which arise from the Suppliers failure to comply with the terms of this contract and in particular resulting from any defect in the Goods, their manufacture or design or from lack of safety or danger to health. The Supplier agrees as a minimum to maintain public and product liability insurance policies to at least £5 million for each and every claim with a reputable insurance company, and on request by the Company, to provide details of such insurance cover and of the receipt for the last payment of premium.
11. Rejection of Goods and Supplier’s Insolvency.
11a) If the Supplier shall default in or commit any breach in its obligations to the Company or any of these Conditions, or if any execution or distress shall be levied upon the Supplier, or if the Supplier shall enter into any negotiations for arrangement or composition with its creditors, or commit any act of bankruptcy or if any petition in bankruptcy shall be presented against it or if the Supplier is a corporate body, any resolution is proposed or petition presented to wind up the Supplier or if an administrative receiver or administrator of the Suppliers assets or undertaking or any part thereof shall be appointed, the Company shall be entitled to determine forthwith any Contract then subsisting without prejudice to any other claim or right the Company might make or exercise.
11b) Where the Company rejects the Goods or the Service, the Supplier shall if requested by the Company, collect the Goods at the Supplier’s own cost and expense, and the Company shall in any event be under no duty to return the Goods to the Supplier and from notification of such rejection the Goods shall be at the Suppliers risk.
12. Intellectual Property Indemnity.
The Supplier specifically warrants that it has a right to sell and licence the Goods and supply any Service, and that the Company shall enjoy quiet possession of the Goods, and that the Goods are and shall be free from any change or encumbrance in favour of a third party and in the event of any claim being made or action brought or threatened against the Company in respect of infringement of patents, copyrights, trademarks, trade names, registered designs or any other intellectual property rights in respect of the Goods, Software or the Service the Supplier shall indemnify the Company against all costs, expenses, loss or damage incurred by the Company in respect of any such claim being made or such action being bought. The Company agrees to co-operate with the Supplier in defending such claim at the cost of the Supplier.
The Supplier shall send to the Company a detailed, priced invoice or invoices which, to enable payment to be effected, shall refer the company order number. Payment terms are 60 days after the date of receipt by Getronics of a valid invoice.
14. Import Contracts.
14a) The Company shall use its reasonable endeavours to obtain any necessary import licences in respect of the Goods, but shall be under no liability whatsoever for failure to obtain such licences and in the event that such licences are not forthcoming, the contract shall be terminated and both the Supplier and the Company released from their respective obligations thereunder.
14b) The Supplier shall obtain all necessary export licences in respect of the Goods.
The Supplier shall not assign or transfer any contract to which these Conditions apply or the benefit thereof to any other person whatsoever.
15. Packaging Regulations.
15a) The Supplier shall provide the Company with such accurate and timely data on packaging, as the Company reasonably requires to comply with The Producer Responsibility Obligations (Packaging and Waste) Regulations 2005.
15b) The Supplier shall indemnify the Company against all actions, proceedings, costs, claims and expenses incurred by the Company due to the Supplier’s failure to meet the obligations in sub-clause 15a above.
16. Proper Law.
These Conditions and any pursuant contract shall be governed and construed and interpreted in accordance with English law. The parties hereby agree to submit to the non exclusive jurisdiction of the English and Welsh Courts in respect of any dispute arising out of or in connection herewith.