 |
|
Standard Terms & Conditions of Purchase |
|
|
|
- INTERPRETATION
In these Terms of Purchase:-
"Buyer" means Hall & Woodhouse Limited with Company Number 00057696 and whose registered office is at The Brewery, Blandford St Mary, DT11 9LS;
"Contract" means the contract for the sale and purchase of the Goods incorporating these Terms and any Special Terms;
"Delivery Address" means the address for delivery of the Goods as stated in the Contract;
"Goods" means the goods described in the Contract;
"Order" means an order placed by the Buyer for Goods;
"Price" means the price of the Goods;
"Seller" means the individual, firm or company selling the Goods;
"Special Terms" means any special terms agreed in Writing between the Buyer and the Seller forming part of the Contract to which these Terms apply;
"Specification" includes any plans, drawings, data or other information relating to the Goods which may be provided by the Buyer to the Seller as part of the Contract;
"Terms" means these standard terms and conditions of purchase;
"Writing" and any similar expression, includes facsimile transmission, electronic mail and comparable means of communication.
- BASIS OF PURCHASE
2.1 Any Order constitutes an offer by the Buyer to purchase the Goods subject to these Terms.
2.2 These Terms shall apply to the Contract to the exclusion of any other terms and conditions on which any quotation has been given to the Buyer or subject to which an Order is accepted or purported to be accepted by the Seller.
2.3 Any Order will lapse unless unconditionally accepted by the Seller in Writing within 7 days of its date at the time of which acceptance a Contract will be formed between the Buyer and the Seller.
2.4 No variation to the Contract shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
- SPECIFICATIONS
3.1 The quantity quality and description of the Goods shall subject as provided in these Terms or any Special Terms be as specified in any Order or otherwise in Writing between the Buyer and the Seller at formation of the Contract.
3.2 Any Specification supplied by the Buyer to the Seller or specifically produced by the Seller for the Buyer in connection with the Contract together with the intellectual property rights in the Specification shall be the exclusive property of the Buyer. The Seller assigns with full title guarantee to the Buyer all intellectual property it may hold in any Specification for no further consideration.
3.3 The Seller shall comply with all applicable regulations concerning the manufacture packaging packing and delivery of the Goods.
3.4 The Seller shall not unreasonably refuse any request by the Buyer to inspect and test the Goods prior to despatch and the Seller shall provide the Buyer with all facilities reasonably required for inspection and testing.
3.5 If as a result of inspection or testing the Buyer is not satisfied that the Goods will comply in all respects with the Contract and the Buyer so informs the Seller within 7 days of inspection or testing, the Seller shall take such steps as are necessary to ensure compliance.
- PRICE AND PAYMENT
4.1 The Price of the Goods shall be stated in any Order or otherwise in Writing between the Buyer and the Seller at formation of the Contract and unless otherwise so stated shall be:-
4.1.1 exclusive of any applicable VAT (which shall be payable by the Buyer subject to receipt of a VAT invoice); and
4.1.2 inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods and any duties, imposts or levies other than VAT.
4.2 The Seller may invoice the Buyer on or at any time after delivery of the Goods, and each invoice shall quote the number of any applicable Order.
4.3 Unless otherwise stated in the Contract the Buyer shall pay the Price of the Goods on the 30th day of the month (or the 28th day if the month is February) following the month (i) of receipt by the Buyer of a proper invoice or, if later, (ii) after acceptance of the Goods in question by the Buyer.
4.4 The Buyer shall be entitled to set off against the Price any sums owed to the Buyer by the Seller.
- DELIVERY
5.1 The Goods shall be delivered to the Delivery Address on the date stated in the Contract during the Buyer's usual business hours.
5.2 Where the date of delivery of the Goods is to be specified after the placing of an Order or after formation of the Contract the Seller shall give the Buyer reasonable notice of the specified date.
5.3 The time of delivery of the Goods is of the essence of the Contract.
5.4 A packing note quoting the number of the Order and the part number of the Goods must accompany each delivery or consignment of the Goods and must be displayed prominently.
5.5 If the Goods are to be delivered by instalments the Contract will be treated as a single contract and shall not be severable.
5.6 The Buyer shall be entitled to reject any Goods delivered which are not in accordance with the Contract and shall not be deemed to have accepted any Goods until the Buyer has had a reasonable time to inspect them following delivery or if later within a reasonable time after any latent defect in the Goods has become apparent.
- RISK AND PROPERTY
6.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Contract.
6.2 The property in the Goods shall pass to the Buyer upon delivery unless payment for the Goods is made prior to delivery when it shall pass to the Buyer once payment has been made.
- WARRANTIES AND LIABILITY
7.1 The Seller warrants to the Buyer that the Goods:-
7.1.1 will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Seller or made known to the Seller in Writing at or prior to the time the Contract is formed;
7.1.2 will be free from defects in design material and workmanship;
7.1.3 will correspond with any relevant Specification or sample;
7.1.4 will comply with all statutory requirements relating to the sale of the Goods; and
7.1.5(where the Goods are foodstuffs and/or raw materials used to brew beer or manufacture drinks) are not, nor contain, material from a genetically modified source or sources.
7.2 Without limiting any other remedy, if any Goods are not supplied in accordance with the Contract then the Buyer shall be entitled:-
7.2.1 to require the Seller to repair the Goods or to supply replacement Goods in accordance with the Contract within 7 days; or
7.2.2 to treat the Contract as discharged by the Seller's breach and require the repayment of any part of the Price which has been paid.
7.3 The Seller shall indemnify the Buyer in full against all liability, loss, damages, costs and expenses awarded against or incurred by the Buyer as a result of:-
7.3.1 breach of any warranty given by the Seller in relation to the Goods;
7.3.2 any claim that the Goods infringe the intellectual property rights of any other person except to the extent that the claim arises from compliance with any Specification supplied by the Buyer;
7.3.3 any liability under the Consumer Protection Act 1987 in respect of the Goods; and
7.3.4 any act or omission of the Seller or its employees, agents or sub-contractors in supplying delivering and installing the Goods.
7.4 Subject only to the provisions and operation of Term 8.2.5 below, neither the Seller nor the Buyer shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Goods, if the delay or failure is beyond that party's reasonable control.
- TERMINATION
8.1 The Buyer may cancel the Order in respect of all or part only of the Goods by giving notice to the Seller at any time prior to delivery or performance, in which event (and subject to Term 8.2) the Buyer's sole liability shall be to pay to the Seller the price for the Goods in respect of which the Buyer has exercised its right of cancellation less the Seller's net saving of cost arising from cancellation.
8.2 The Buyer may terminate the Contract without liability to the Seller by giving notice to the Seller at any time if:-
8.2.1 the Seller suspends or threatens to suspend payment of its debts or is, or is deemed for the purposes of any applicable law to be, unable to pay its debts as they fall due;
8.2.2 the Seller becomes the subject of any insolvency legislation in any jurisdiction;
8.2.3 the Seller ceases or threatens to cease to carry on business;
8.2.4 the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly; or
8.2.5 any delay or failure to perform as is referred to at Term 7.4 above continues unabated for a period of 14 days or longer.
- CONFIDENTIALITY
Any information which the Buyer discloses relating to the Goods which is not in the public domain at the time of disclosure shall be confidential and shall not be disclosed by the Seller to any third party.
- NOTICES
A notice required or permitted to be given by either party to the other under the Contract shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified under this provision to the party giving the notice. In the absence of proof of earlier receipt, such notice shall be deemed to be served in the case of an inland letter 24 hours, or in the case of any airmail letter 72 hours, after proof of despatch or posting, and in the case of electronic mail or facsimile transfer at 9:00 a.m. of the business day of the recipient party next following its day of despatch.
- GENERAL
11.1 Any indulgence granted by the Buyer to the Seller and any failure by the Buyer to insist upon strict performance of the Contract shall not be deemed a waiver of any of the Buyer's rights or remedies nor be deemed a waiver of any subsequent default by the Buyer.
11.2 The invalidity, illegality, voidness, unenforceability or unreasonableness in whole or in part of any provision of the Contract shall not affect the validity of the remainder of such provisions including these Terms.
11.3 The Contract is not assignable by the Seller without the written consent of the Buyer but the Buyer may without consent assign or sub-contract all or any of its rights and obligations under the Contract.
11.4 The parties to the Contract do not intend that any terms of the Contract will be enforceable by any person that is not a party to it.
11.5 The interpretation and application of Contract shall be in accordance with English Law and both parties hereby agree to submit to the exclusive jurisdiction of the English Courts.
11.6 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between them relating to its subject matter. Each party acknowledges that, in entering into the Contract, it has not relied on any representation or warranty other than as expressly set out in these Terms.
|
|
General & Trade Enquiries
For general or trade related enquiries please select the relevant link below:
|
|
|
 |
|
|
