In these conditions the "company" means Lornamead UK Ltd
1. Contracts to which these conditions apply
These conditions shall:
a) apply to and to be incorporated in the contract between the supplier and the company for supply of goods and/or services pursuant to a purchase order (being an order by the company for the goods and /or services to be supplied by the supplier), and
b) be in substitution for any oral arrangements made between the company and the supplier, and
c) prevail over any inconsistent items terms or conditions contained in or referred to into the supplier's quotation or acceptance or correspondence or elsewhere or implied by trade custom or practise of course of dealing
No addition to or variation of or exclusion or attempted exclusion of the purchase order and /or these conditions or any of them shall be upon the company unless in writing and signed by a duly authorised representative of the company.
2. Validity of purchase order
a) the company shall only be bound by an order if issued on the company's standard purchase order from and signed by a duly authorised representative of the company
b) the purchase order constitutes an offer by the company to purchase the goods and/or services specified therein on these conditions; accordingly any acceptance of the purchase order by the supplier to supply the goods and/or services on other conditions shall only be validly accepted if accepted in writing signed by a duly authorised representative of the company.
c) the execution and return of the acknowledgement copy of the purchase order from the supplier's execution or commencement of delivery pursuant to the purchase order constitutes acceptance of the purchase order on terms hereof by the supplier.
3. Quality and Description
The following terms shall constitute conditions of the contract between the supplier and the company for the supply of the goods and/or services:
a) that the goods shall conform with the quality and description and other particulars of the goods stated in the purchase order, and
b) that the goods shall conform to all samples, drawings, description and specifications finished, and
c) that the goods shall be of merchantable quality and fit for any intended use expressly or impliedly made known to the supplier and free from all defects, and
d) all services shall be performed in a proper and skilful manner by property qualified and experienced persons, and
e) all goods and services shall comply with any and all performance and other specification stated in the purchase order and all relevant legislation in force in the United Kingdom form time to time.
These provisions shall survive any delivery, inspection, acceptance, payment or performance pursuant to the purchase order. The provisions of the condition 3 shall extend to any replacement , repaired, or substitute or remedial goods and/or services provided by the supplier.
4. Health & Safety
The supplier hereby agrees with the company that the supplier will at all times comply in all respects with a health and safety regulation in force during this agreement (including without limitation Section 6 of the health and Safety at Work Act 1974) in the performance of the purchase order.
Unless the company has otherwise agreed in writing the supplier must deliver the exact quantity specified save that the company may accept a 1% margin in quantities delivered. The company reserves the right to reject incomplete deliveries and return excess quantities at the supplier's expense and risk.
If the company has supplied any items that are used in the product the supplier shall use all reasonable care to minimise wastage of product or raw material or components that are the property of the company. The company will be entitled to seek reimbursement from the supplier for replacement cost and transportation cost to relocate replacement product or raw material or components to supplier or replacement supplier if applicable, of all such goods damaged or wasted by supplier that exceed one half per cent (1/2%) of the company's original quantity or volume (the "permitted Amount") held by supplier before wastage occurred in the manufacturing process.
The company will be permitted either:-
b) to set-off the replacement cost of all such goods damage or wasted that exceed the permitted Amount , unless replaced by supplier at supplier's own expense, when payment is made to supplier for purchase of product or components satisfactorily provided to company, or
b) to request supplier to reimburse company within 30 days by the company for replacement cost incurred by company of such wasted product or components that exceed the Permitted Amount.
If a supplier is engaged to manufacture or process products, or raw material, or components owned by the company, the supplier is required to report to the company no less frequently than 30 days, a report specifying any and all wastage to company owned product or components. Such report should included in supplier's report of month-end stock position of company property held by the supplier.
7. Inspection and Testing Goods
The supplier shall:
a)carefully test and inspect the goods prior to delivery to ensure that the comply with the requirements of the purchase order, and send a reasonable quantity of samples on request prior to delivery for every batch produced, and
b)if so requested by the company give the company reasonable notice of such tests (which the company shall be entitled to attend)
The company reserves the right to call for certificates or test certificates for the goods at any stage of manufacture/assembly. Such certificates must clearly state the company's order numbers and any items/equipment numbers. If as a result of any inspection or test the company finds that the goods and/or services do not comply with the purchase order or are unlikely on completion of manufacture or processing/performance so to comply, if may inform the supplier, and the supplier shall take such steps as are necessary to ensure such compliance.
8. No Testing on Animals
The supplier hereby undertakes that the supplier has not tested on animals any of the products or raw materials or components provided to or produced for the company.
9. Acceptance of Goods and Services
Unless otherwise agreed all goods shall be supplied carriage free to the place of delivery specified in the purchase order. All goods shall be received at the place of delivery subject to the company's inspection and approval. Any goods rejected as not conforming to the purchase order shall be returned at the supplier's risk and expense.
The supplier shall if so requested by the company replace any rejected goods upon receipt of the company's prior written authorisation with goods which are in all respect in accordance with the purchase order and in accordance with the terms of such authorisation. If the supplier fails to replace any rejected goods within 15 days of receiving that authorisation the company shall be entitled to purchase replacement goods from another source And the supplier shall pay to the company any additional expense reasonably incurred by the company in obtaining replacement goods together with all loss and expense reasonably incurred by the company.
10. Delivery of Goods and Performance of Services
Time is the essence as to delivery of goods and/or performances of services pursuant to the purchase order. If delivery of performance dates cannot be met, the company shall be entitled to cancel the purchase order without liability to the supplier, to purchase substitute items or services elsewhere, and to hold the supplier accountable for any loss and additional costs incurred.
All goods shall be properly packed and secured in such manner as to enable them to reach their destination in good and shall be delivered by the supplier in the purchase order or as otherwise specified in the purchase order or as otherwise specified by the company with advice notes quoting the company's order number. No change shall be made for wrapping, packing, cartons, boxes, crating, containers or carriage unless specified in the purchase order, the company shall not be responsible for returning any such materials.
The finished goods or any raw material or components or work in progress shall be at the risk of and properly insured with a reputable insurance company by the supplier against loss and damage form perils to include fire or theft thereof, until delivery to the company at the company's premise or as otherwise specified by the company.
Supplier guarantees to replace or (at its discretion) repair all products or parts hereof, proved to have failed within a period of one year from the date of supplier's delivery of goods to the company.
12. Property and Title
Property and title in the goods shall pass to the company on delivery in accordance with the purchase order without prejudice to any right of rejection to which the company may be entitled hereunder or otherwise.
All prices shall be as stated in the purchase order except in the event that the supplier quotes or offers to a third party lower prices or better terms for goods or services of similar quality, quantity or description in which event the company shall be entitled to purchase the same on the same terms and to a refusal of the amount of the difference in respect of all such goods or services supplied after which ever is the earliest of the first quotation or the first supply at the lower price.
Unless otherwise stated in the purchase order payment of invoices shall be made 90 days from date of invoice.
15. Intellectual Property Rights
a)the supplier hereby assigns to the company as beneficial owner all rights of whatever nature (including without limitation copyright and design rights) in and to the product of any services performed pursuant to the purchase order and any materials (including without limitation any promotional materials, drawing, photographs, engravings, graphic works or any other artistic, literary or musical works, and any sound recordings, time, broadcasts and cable programmes) supplied by supplier to the company pursuant to any purchase order.
b) supplier hereby waives and shall procure that any third party involved in the supply of the materials or the services shall waive unconditionally irrevocably and any all moral rights which the supplier and/or any such third party has or may have in the sad materials or the product of such services.
The supplier hereby undertakes that it will not at any time divulge any information relating to the company's affairs or business or method of carrying on the business to any third party (except a professional adviser or auditor)except insofar as such disclosure is necessary in order to give effect to the provisions of this agreement or required by law insofar as any such information as forsaid shall (otherwise than by breach of this Agreement) be in the public domain at the time of such disclosure.
The supplier shall undertake to maintain adequate insurance company (a copy of which will be promptly provided to the company on demand), including but not limited to product liability insurance and to indemnify and hold the company harmless from any and all claims, liabilities, damages and expenses (including consequential loss and damage) resulting at any time from the supply of the goods and/or the services hereunder and/or the company's exploitation, marketing, development or other use of the goods and/or services :
a) in respect of any alleged or actual infringement whether under English law or otherwise of any patent, utility model, registered design, copyright, trade mark, design right, moral right or other proprietary or third party rights vested in any other person, or
b) sustained by the company or for which the company may be liable as a result of the failure of the supplier to perform its obligations to the company hereunder, or
c) in respect of death or injury, howsoever caused, to any employee of the company, its agents or sub-contractors or any other person on the company's premises and/or in respect of any loss or damage to any property, real or personal of the company or any third party whether sustained by the company may be responsible.
d) in respect of any act or omission by the supplier, his employees, agents or sub-contractors whether arising inside or outside the scope of this duties,
e) in respect of any claim brought or made against the company under the Consumer Protection Act 1987,
f) in respect of any claim for taxation whatsoever including without limitation any liability arising under or by virtue of Section 203 Income and Corpotation Taxes Act 1988 (PAYE)
g) in respect of any representation or undertaking implied or made by the supplier in the Purchase Order Contract
Without prejudice to any other rights or remedies to which the company may be entitled, the company may without liability to the supplier terminate the purchase contract if :
a) the ability of the company to accept delivery of the goods and/or the provision or performance of services is delayed hindered or prevented by circumstances beyond the reasonable control of the company; or
b) the supplier commits any breach of its obligations under these conditions and fails to remedy such breach within 15 days of receipt of written notice from the company requiring remedy thereof; or
c) the supplier makes any arrangement or composition with his creditors or become bankrupt or a receiving order is made against him, or, being a company, the supplier is or becomes declared insolvent or in the reasonable opinion of the company is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or a resolution is passed for the winding up of the supplier (other than solely for the purpose of amalgamation or reconstitution) or a receiver, administrator, administrative receiver or liquidator is appointed of the whole or any part of its assets or undertaking or the supplier takes or suffers any similar or analogous action in consequence of debt.
19. No Waiver
Failure on the part of the company to exercise or enforce any rights conferred by the purchase contract or at law not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or time thereafter. Where the purchase order is for more than one item, it shall be regarded as a single contract for all goods and/or services supplied.
The supplier shall not without the prior written consent of the company assign, transfer or sub-contract all or any part of the purchase order or delegate any duties hereunder and any such purported act shall be void.
Any notices required or permitted under this Agreement shall be in writing and shall be deemed to have been given or made if delivered personally, sent by telex, telefax, or registered post.
22. Clause Headings
Clause Headings are inserted to this agreement for convenience only and shall not form part of this agreement for the purposes of interpretation and construction.
23. Non-Solicition of Employees
Supplier agrees that will not without the prior written consent of company, during this agreement or for a period of 1 year thereafter with or for any other person, firm or company, solicit, interfere with or endeavour to entice away from the company, any person, firm or company who at any time during or at the date of termination of this agreement were employees of company or such associated company or customers, suppliers or contractors of company or such associated company.
The purchase order and the rights and obligations of the parties hereunder shall be governed by and construed and interpreted in accordance with the laws of England(and the parties agree to submit to the jurisdiction of the English courts).