Terms & Conditions
Words importing the singular shall also include the plural and vice-versa where the context requires. Headings in this CONTRACT shall not be deemed to be part thereof or be taken into consideration in the interpretation or construction thereof.
1.1 “CONTRACT” shall mean a contract between the CUSTOMER and the SUPPLIER for the supply of goods and/or services incorporating these Conditions, the relevant Purchase Order and any other documents(s) referred to therein.
1.2 “CUSTOMER” and "SUPPLIER" shall mean the contracting PARTIES identified in the CONTRACT and shall include their successors and permitted assigns.
1.3 “EX-WORKS” shall have the meaning applied to it under Incoterms 2000.
1.4 “PRODUCT” shall mean the goods or services being provided
1.5 “WARRANTY PERIOD” shall mean that period of time during which SUPPLIER shall remain liable for the remedy of defects in the PRODUCT and/or services.
2. ORDER ACCEPTANCE
2.1 The CUSTOMER shall confirm all orders for goods in writing and SUPPLIER shall only be bound by the terms of an order once it accepts it in writing.
3.1 CUSTOMER shall have the right to order any variation to the PRODUCT. Any such variations shall be in writing and SUPPLIER shall advise CUSTOMER of any effect thereof on the provisions of the CONTRACT.
4.1 SUPPLIER warrants that it shall exercise all reasonable skill, care and diligence in the supply of the PRODUCT and in accordance with good engineering and/or professional practice.
4.2 SUPPLIER warrants that the PRODUCT shall conform to all the requirements of the CONTRACT and shall be in accordance with CUSTOMER’S specifications unless amendments are agreed to in writing by the CUSTOMER.
4.3 Any PRODUCT or part thereof, supplied in execution of this CONTRACT are guaranteed for a period of twelve (12) months from delivery EX- WORKS. Any PRODUCT or part thereof which become defective during this period by reason of faulty materials, workmanship or design shall be replaced free of charge, with the exception of travel and subsistence costs associated with SUPPLIER repairs carried out at CUSTOMER’S sites, which shall be to CUSTOMER’S account. Repairs to any defects in materials or workmanship must not be carried out unless agreement has previously been obtained in writing from SUPPLIER.
4.4 The PRODUCT warranty provided in 4.3 above shall only apply where customer has used the PRODUCT for the purpose for which it was intended and stored and maintained it in
accordance with SUPPLIER’S technical documentation.
4.5 Nothing in this warranty clause shall apply to general wear and tear and/or to consumable items.
5. PRICE AND PAYMENT
5.1 The price shall be as agreed in writing by CUSTOMER and SUPPLIER and shall be exclusive of VAT or any other taxes application, which shall be added at the prevailing rate at the time of invoice.
5.2 SUPPLIER shall agree payment terms with CUSTOMER prior to accepting any order.
5.3 If CUSTOMER shall fail to make payment to SUPPLIER on the agreed payment date, SUPPLIER shall be entitled to claim interest on the amount outstanding at the rate of three (3) per cent per annum over the BBA LIBOR rate currently in force as published daily by British Banking Association (www.bba.org.uk) and compounded annually from the date payment was due until the date paid by CUSTOMER.
5.5 All payments under this CONTRACT shall be made in Pounds Sterling, unless otherwise agreed in writing by SUPPLIER, and CUSTOMER shall make all payments to SUPPLIER by means of bank transfer to the bank and account specified on SUPPLIER’S invoices, unless otherwise agreed in writing.
6. INDEMNITY AND INSURANCE
6.1 SUPPLIER shall indemnify CUSTOMER against proven claims, liability, loss, damages, costs and expenses awarded against or incurred or paid by CUSTOMER as a result of:
a) breach of any WARRANTY given by SUPPLIER
b) any claim that the PRODUCT supplied infringes the patent, copyright, design right, trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any specification supplied by CUSTOMER
c) any act of gross misconduct by the SUPPLIER or its employees, agents or subcontractors.
6.2 Nothing in clause 6.1 above shall apply to any consequential losses, which are specifically excluded. For the purposes of this clause, “consequential loss” shall mean indirect losses, loss of production, loss of product, loss of use, and loss of revenue, profit or anticipated profit.
Should CUSTOMER cancel an order in whole or in part it shall be liable to pay SUPPLIER for all PRODUCT shipped and all costs incurred up to the date of cancellation.
The SUPPLIER shall not, without the consent in writing of the CUSTOMER, assign, transfer or sub-contract any part of this CONTRACT other than for the supply of materials or minor details.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Neither CUSTOMER nor SUPPLIER shall have the right of use other than for the purposes of the CONTRACT, whether directly or indirectly, of any patent, copyright, proprietary right or confidential know how, trademark or process provided by the other party.
9.2 Where any potential patent or registerable right in any country in the world results from developments by SUPPLIER which are based wholly on data, equipment, processes, substances and the like already in the possession of SUPPLIER, such rights shall vest solely in the SUPPLIER.
10. CONFIDENTIAL INFORMATION
10.1 All information obtained by SUPPLIER for or in connection with the CONTRACT and SUPPLIER' performance of the SERVICES shall be considered confidential and shall not be used by SUPPLIER other than for the purposes of the SERVICES, or divulged by SUPPLIER, its servants or agents to any person, firm or corporation other than CUSTOMER'S designated representative.
10.2 The foregoing restrictions shall not apply to any information disclosed by CUSTOMER to SUPPLIER which:
a) at the time of disclosure is in the public domain, or
b) after disclosure becomes part of the public domain, or
c) SUPPLIER can show was rightfully in its possession at the time of disclosure without limitation or restriction as to use or disclosure, and was not acquired directly or indirectly from CUSTOMER, or
d) SUPPLIER rightfully receives from any third party who did not receive such information directly or indirectly from CUSTOMER with limitation or restriction as to use or disclosure.
11. TITLE AND RISK OF LOSS
11.1 Risk of loss or damage to the PRODUCT shall pass to CUSTOMER when the PRODUCT has been delivered EX-WORKS, or in accordance with the relevant Incoterm if an alternative delivery term has been agreed in writing.
11.2 Title shall pass to CUSTOMER on full and final payment to SUPPLIER for the PRODUCT provided.
12. FORCE MAJEURE
12.1 Neither PARTY shall be liable for delays in performance or for non-performance directly occasioned or caused by Force Majeure. Force Majeure means any event beyond the reasonable control and foresight of the PARTY claiming to be affected thereby including without limitation acts of God, storms, war, fire, strikes of general application, lockouts or differences with workers, acts of the public enemy, insurrections, riots, or rules or regulations of any Authority asserting jurisdiction or control, compliance with which makes continuance of operations impossible.
13. COMPLIANCE WITH LAWS AND REGULATIONS
SUPPLIER shall comply with all laws, rules and regulations which are in force at the time of the order.
14. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A party who is not a PARTY to the CONTRACT has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this CONTRACT so far as is permitted by law.
The ruling language of the CONTRACT shall be the English language
16 APPLICABLE LAW & ARBITRATION
16.1 The CONTRACT shall be construed and take effect in accordance with English law.
16.2 Any dispute arising out of or in connection with the contract shall be initially referred to senior management of CUSTOMER and SUPPLIER and then, if no agreement is reached, settled by arbitration in accordance with the rules of the International Chamber of Commerce.
17 LIMITATION OF LIABILITY
The total aggregate liability of SUPPLIER under the CONTRACT (regardless of the form of action and whether in contract, tort (including negligence) warranty or any other legal or equitable grounds) in respect of all series of claims arising out of or relating to the CONTRACT shall be limited to an amount not to exceed the total value of the CONTRACT.
The Products supplied in execution of this CONTRACT are supplied un-packed. Costs for packaging in accordance with CUSTOMER’S requirements shall be identified separately.
19 TESTING & INSPECTION
The CUSTOMER and its insurers and shall be entitled to witness SUPPLIER’S standard testing of PRODUCT during manufacture whether on SUPPLIER’ premises or the premises of any sub-contractor or supplier and the SUPPLIER shall provide or procure reasonable facilities thereof.
Illustrations, drawings and descriptions accompanying a quotation or tender or contained in SUPPLIER’S catalogues or advertisements are approximate representations only and are not binding in detail. Weights, measurements, powers, capacities and other particulars are stated in good faith as approximately correct but deviations there from shall not be made the basis of any claim against SUPPLIER unless otherwise agreed in writing.
CUSTOMER shall be responsible for the capacity and performance of the PRODUCT being sufficient and suitable for CUSTOMER’S purpose. Any performance figures stated by SUPPLIER are based on SUPPLIER’S experience and are such as can be anticipated under normal conditions of working and maintenance using skilled and training operators and appropriate process materials at correct temperatures. Such figures are intended only as a guide to supplement the CUSTOMER’S own information and unless otherwise agreed to in writing their inclusion shall not constitute an obligation on SUPPLIER to provide under test the level or standard of performance anticipated.
22 TIME OF COMPLETION
SUPPLIER shall endeavour to complete performance of the order in accordance with the agreed schedule, however, time shall not be of the essence of the contract.
General Conditions of Purchase
General Conditions for Rental of Equipment IMES Ltd
General Conditions of Sales