DIRECT MATERIAL HANDLING LTD PURCHASE TERMS & CONDITIONS FOR THE SUPPLY OF GOODS & SERVICES
1. Definitions
“Order” means this Order placed with the Supplier to supply Goods and or Services to Direct Material Handling Ltd.
“Company” means the company placing the order.
“Supplier” means services supplied by the Supplier pursuant to this Order.
“Goods” means goods supplied by the Supplier pursuant to this Order and anything created or produced as a result of or by the Services.
2. Acceptance
The Company shall not be liable for any Order unless: (a) it is issued or confirmed on the Company’s official order form; and (b) the Supplier confirms in writing acceptance of it and these conditions. Any terms and
conditions of the Supplier are expressly excluded from any contract between the Company and the Supplier.
3 Quality & Performance
The Supplier warrants that:
(a) The Goods and all materials used in their manufacture will be of good quality, free from defects in design and workmanship and correspond in every respect to any- sample, pattern, specification,
description or drawing supplied or referred to by the Company.
(b) The Goods will comply in all respects with the Order and all relevant legal requirements for a period of 12 months from delivery and where the Goods are to be included within goods manufactured and sold
by the Company, they will be fit for the purpose and will not, by reason of the quality or composition of the Goods, cause the Company to be in breach of any legal requirements.
(c) All work performed under this Order must be executed in an efficient and professional manner to the highest prevailing standards and to the satisfaction of the Company and the final customer, where
applicable. Any Goods that do not conform shall be rejected without cost to the Company.
(d) Rejected Goods will be returned carriage chargeable to the Supplier unless collected by the Supplier’s transport within 5 working days after notification by the Company.
(e) The sale or use by the Company of the Goods will not infringe any patent, trademark or trade name or registered design of any third party.
(f) Where the Supplier is accredited with ISO9000, all Goods supplied to the Company must conform to the ISO9000 approved procedures. The Company reserves the right to confirm this accreditation by
questionnaire, audit or performance.
(g) The Supplier shall keep the Company indemnified in respect of all loss, damage, injury, costs, liability including loss of profits and other economic losses which result directly or indirectly from defective
Goods or Services supplied or provided by the Supplier and any other defect or fault in the construction and performance of the Goods and, in addition, the Supplier shall repair, replace, refund, reinstate or
perform, at the Company’s option, any defective item(s) or Services free of charge. In the event of any malfunction or defect in Goods during the 12 month warranty period, that warranty period shall be
extended by the period during which malfunction or defect subsists.
4 Delivery and Inspection
(a) Time is of the essence and contract performance must be effected within the time specified in the Order, failing which the Company may cancel the order, purchase replacement Goods elsewhere and
recover from the Supplier any loss and expense incurred. Deliveries made early or supplied in excess of quantities ordered shall, at the Company’s option, be returned to the Supplier at the Supplier’s cost.
(b) An advice note quoting the Company’s Order must be received with the Goods. For service work carried out at a customer’s site(s) a worksheet signed by the both the Supplier and the customer will serve
as the advice note.
(c) The Company’s representative shall have the right to visit the Supplier’s premises at all reasonable times to inspect and test the Goods and the materials being used during manufacture and the
performance of the Services, but such inspection shall not constitute acceptance.
(d) Any Goods lost or damaged in transit shall be restored or replaced by the Supplier at the Supplier’s expense, to the Company’s satisfaction. Delivery shall not be deemed to have taken place until
restoration has taken place to the satisfaction of the Company or replacement Goods have been accepted.
(e) Goods shall be deemed not to have been delivered if receipt by an authorised officer of the Company cannot be produced.
5 Passing of Title
The property and risk in the Goods shall pass to the Company when such goods have been safely off-loaded at the destination specified in this Order. For work carried out at customers’ sites this shall be when the
customer has signed the worksheet accepting the work undertaken.
All Goods rejected or returned for any reason shall be at the risk of the Supplier during transit back to the Supplier.
6 Corruption
The Company may terminate this Order and recover from the Supplier any resulting losses emanating from such action if the Supplier has offered or given any person a bribe of any kind or any gift that could be
perceived to be a bribe, or an inducement in relation to the obtaining or execution of the Order.
7 Price Variation
All Goods and Services are to be invoiced at the values stated on the Order unless previously notified and officially accepted by the Company.
Where for any reason no price is stated on the Company’s order the Supplier shall not invoice the Company until a price has been agreed by the Company in writing. Prices shall be inclusive of all charges for
packaging, carriage, insurance and delivery of the Goods to the Company and any duties or levies.
8 Assignment
Neither this order nor any part thereof may be assigned or sub-contracted by the Supplier without the prior written consent of the Company.
9 Intellectual Property and Confidentiality
The Company retains all intellectual property in and title to all documents and any other material (including, without limitation, tooling) supplied to the Supplier for the purposes of this order which shall at all times remain
the property of the Company. In no circumstances shall such documents or materials or they or their contents be used or disclosed to any third party for any purpose other than that for which they were supplied. Such
material must be returned to the Company immediately upon demand.
Unless otherwise agreed in writing all copyright and design rights and other intellectual and property rights in the Goods and Services shall vest in the Company upon their creation or as soon as practicable thereafter.
The Supplier shall do all such things and execute all such documents as the Company may require in order to perfect such vesting. The Supplier will ensure that it includes corresponding provisions in its contracts with
sub-contractors and suppliers.
10 Cancellations
The Company reserves the right to cancel this order in whole or part at any time by the Company giving to the Supplier notice in writing whereupon all work shall be discontinued. In such event the Company will
reimburse to the Supplier the reasonable cost to the Supplier of:
(a) Work already completed by the Supplier under the terms of this Order and;
(b) Necessary materials acquired by the Supplier and irrevocably appropriated to this Order.
The Company shall be under no liability to the Supplier if the Order is cancelled due to Force Majeure. However, the Company may at its option extend the time of delivery or performance for a reasonable period
having regard to the effect of any such event. Force Majeure, for the purposes of this Order shall include, but not be limited to, industrial disputes, fire, breakdowns world-wide shortage of raw materials or acts of
government authority.
11 Indemnities
(a) The Supplier shall indemnify the Company against all claims damages penalties costs and expenses for which the Company might become liable by reason of the infringement or alleged infringement of any
letters patent, registered design, trade-mark copyright, design right or any other industrial property right arising out of the performance of this Order in accordance with the Supplier’s specifications.
(b) The Supplier shall indemnify the Company in respect of any loss or claim or proceedings whatsoever and any costs charges or expenses in connection therewith arising under any Statute or at common
law in respect of any injury or damage to any person or property arising out of or in the execution of this Order except in so far as such injury or damage is caused by the Company’s negligence.
12 Regulatory
Any personnel provided by the Supplier for the purposes of carrying out the work shall, whilst on the Company’s premises, comply with the “Safety Rules and Regulations” in accordance with the Health and Safety at
Work etc Act 1974. The use of any equipment loaned or provided by the Company to such personnel shall be entirely at their own risk.
The Supplier represents and guarantees that performance by each party of its obligations under the Order will not contravene any relevant law, regulations, exchange control or other requirement of any of the following
countries if outside the United Kingdom:
(a) the country from which the Goods or materials used in their manufacture originate or in which they are manufactured.
(b) the country in which the Supplier is resident.
(c) the country to which payment of the purchase price is to be made.
13 Insurance
a. The Supplier shall insure at all times until its obligations under the Order are performed, maintain insurance for a minimum of £1,000,000 with an insurance company approved by the Company against all
legal liabilities it may have to the Company under or in connection with the Order (whether those liabilities arise in contract tort or otherwise).
b. Whenever required by the Company the Supplier shall produce evidence that it has complied with its obligations under condition 12(a).
c. If the Supplier fails to insure or maintain insurance as required in condition 12(a) the Company may without notice to the Supplier effect insurance against those risks as agent for the Supplier in the joint
names of the Company and the Supplier. The cost to the Company of this is to be repaid by the Supplier on demand.
14 Payment
Unless otherwise agreed in writing or by force of law, payment for the Goods or Services will be made 60 days from the date of receipt of the invoice in the Company’s Accounts Payable department or acceptance of the
Goods by the Company, whichever is later. The Company shall be entitled to a discount of 3% against payments made by the Company prior to the date for payment. Only a Director of the Company is authorised to
agree other payment terms. The Company shall not be liable for delays in payment due to invoices being inaccurate or incorrectly addressed.
The Company may apply any money due to the Supplier towards payment of any sum owing by the Supplier to the Company in relation to any matter whatsoever. For this purpose, references to the Company and
Supplier include any company which is for the purposes of the Companies Act 1985 a holding company, a subsidiary or a subsidiary of a holding company of the Company and Supplier respectively.
15 Termination
If the Supplier being an individual becomes bankrupt or insolvent or has a receiving order made against him or compounds with his creditors or being a company is wound up or becomes insolvent or has a receiver or
administrative receiver appointed or suffers the appointment or the presentation of a petition for the appointment of an administrator, the Company shall be at liberty (but not bound) at any time after that:
(a) to cancel all or any part of this Order immediately by notice and to collect immediately all material, Goods, tools or articles of any description sent to the Supplier for any purpose; or
(b) to give the Supplier or the receiver, liquidator or other person the option of carrying on with this Order subject to provision of a guarantee up to an amount to be agreed for the due and faithful execution of
the Order.
16 Announcements
The Supplier shall not make any public announcement concerning any aspects of this Order or make use of the name of the Company in connection with or in consequence of this Order without the prior written consent
of the Company.
17 Law
This contract shall be governed by the Laws of England and the Supplier hereby submits to the non-exclusive jurisdiction of the English Courts.