Terms and conditions of purchase
In these terms and conditions ‘the buyer’ is PeekMouchel and ‘the seller’ is the person, firm, company or other organisation or body to whom the buyer has issued a purchase order (‘Order’) and/or with whom the buyer has entered into a contract for the purchase of goods or services. These terms and conditions supersede any prior agreement, understanding or arrangement between the parties and shall prevail over any terms and conditions referred to or supplied by the seller with reference to the goods or services to which the Order or contract relates. Without prejudice to the generality of the foregoing, the buyer will not be bound by any standard or printed terms furnished by the seller in any documents unless such terms are specifically accepted by the buyer in writing.
2 VARIATION OR WAIVER
Neither the buyer nor the seller shall be bound by any waiver of, variation or addition to these terms and conditions except as agreed by both parties in writing and signed by an authorised representative of each party.
3. SPECIFICATION, DESCRIPTION AND SAMPLE
The goods supplied by the seller will be in conformity with the specification(s), drawings, sample(s) or other description of the goods contained or referred to in the relevant Order and/or contract. The buyer or its representative shall be afforded the right to verify at source or on receipt that the goods conform to the specification.
4. QUALITY, FITNESS FOR PURPOSE, ETC OF GOODS AND PROVISION OF SERVICES
The goods will be of satisfactory quality, free from defects in material or workmanship, and shall comply with all legal requirements. The goods shall be fit for their intended purpose if such purpose is expressly made known to the seller and the buyer confirms in writing to the seller that it is relying on the seller’s knowledge or experience. The seller shall provide the services with all due care, skill and diligence, in compliance with all laws and any reasonable instructions of the buyer and otherwise in accordance with the Order or contract.
5. INTELLECTUAL PROPERTY INDEMNITY
The seller shall indemnify the buyer from and against all costs, claims, proceedings or demands in respect of any infringement of any third party’s intellectual property rights including, but not limited to, any patents, designs or trademarks (whether or not registered), copyright or other rights arising out of the sale or use of any goods supplied by the seller, provided that the seller shall not be obliged to indemnify the buyer against such infringement where the goods are supplied to the buyer’s design or specification.
6. PRICE AND PAYMENT
The price(s) shall be as stated in the Order or contract and shall, unless otherwise agreed in writing by the buyer, remain fixed for the period of the Order or contract. The price(s) shall include packaging, labelling, carriage, insurance, delivery (unless otherwise stated) and any royalties. The buyer shall pay for the goods and/or services 30 days from receipt of goods and/or completion of the services, or from receipt of a valid invoice with any supporting documentation reasonably required by the buyer, whichever is later. All payments shall be made in Pounds sterling. Value Added Tax (VAT) shall be shown separately on all invoices as a net extra charge.
7. TIME, DELIVERY, RISK AND TITLE
The time stipulated in any Order or contract for delivery of the goods and/or provision of the services shall be of the essence. The goods will be transported and delivered at the seller’s risk, carriage paid, to such destination as the buyer may direct. Risk in the goods will transfer to the buyer upon actual receipt by the buyer of the goods. The property in the goods shall pass to the buyer when the goods have been delivered to the buyer or upon payment by the buyer, whichever is earlier.
8. PURCHASE ORDER NUMBER
The buyer’s Order number shall be stated on any invoice for the goods or services and must also be clearly and indelibly marked on all shipments, packing slips and any other documents relating to the Order or contract.
9. FORCE MAJEURE
Neither party shall be liable to the other for any failure to fulfill its obligations under the Order or contract if such failure is due to circumstances beyond its reasonable control including (without limitation) acts of terrorism, war, governmental regulations, fire, flood, or any disaster or an industrial dispute.
10. REJECTION OF GOODS OR SERVICES
If any goods, or packaging containing the same, do not comply with the Order or any term of the contract including, but not limited to, quantity, quality or description, or if any of the services are not provided by the seller to the buyer’s satisfaction, the buyer may reject the goods or services or any part of them at any time after delivery or supply, irrespective of whether the buyer has accepted them. Any acceptance of goods or services by the buyer shall be without prejudice to any rights that the buyer may have against the seller. The buyer shall be entitled to return any rejected goods carriage forward to the seller at the seller’s cost and risk. The buyer may cancel any Order or part thereof in respect of any rejected goods or services and the seller shall immediately refund to the buyer any payment received for such rejected goods or services. Alternatively, at the buyer’s sole option and if requested by the buyer, the seller shall without delay and at the seller’s cost replace the rejected goods with goods that fully conform with the Order or contract and/or re-execute the services to the buyer’s satisfaction.
11. NON-DELIVERY OR FAILURE TO SUPPLY
If the seller fails to deliver the goods or to supply and/or complete the services or any part of them within the time specified in the Order or contract, the buyer shall be entitled to terminate the Order and/or contract, and purchase other goods or services of the same or similar description from a third party, and to recover from the seller any additional costs incurred by the buyer in purchasing other goods or services that exceed the price that would have been payable to the seller if the seller had fulfilled the Order or contract, without prejudice to any other right or remedy of the buyer for the seller’s breach of contract.
12. INDEMNITY FOR SELLER’S BREACH
The seller shall indemnify the buyer against all claims, costs, expenses, loss or damage whether direct, indirect or consequential which the buyer may suffer howsoever arising as a result of the seller’s breach of any of its obligations.
13. ASSIGNMENT AND SUBCONTRACTING
The seller shall not assign or transfer the whole or any part of an Order or contract, or subcontract the production or supply of any goods or services to be supplied thereunder without the prior written consent of the buyer.
Unless stated otherwise in the Order or contract, English law shall apply to the Order or contract and the parties agree that the English courts shall have exclusive jurisdiction.