Emanuel Spence Ltd
GENERAL TERMS AND CONDITIONS OF PURCHASE
EFFECTIVE 1ST DECEMBER 1999
i Except only where expressly agreed otherwise by Emanuel Spence in writing every purchase shall be subject to these printed terms and conditions {hereinafter called “Conditions”). Any Conditions other than these Conditions and any Special Conditions of Purchase applicable to this Order are expressly excluded. By commencing work on this Order you will be deemed to have accepted these Conditions.
n. “Goods” shall include any of them, or any service to be provided. iii. “Order” means the Purchase Order in respect of the Goods.
iv. The Term “Supplier” shall be supplier of Goods or Services, or Sub-Contractor or Contractor. The Term “Goods” shall mean “Goods or Services” supplied. The Term “You” shall mean the Supplier.
We accept no liability for storage or payment of any Goods delivered or Services provided unless the Order has been placed or amended on behalf of Emanuel Spence Ltd by a current member of staff in writing.
2a. FORM OF ORDER *
All purchase orders are either the alpha numeric form A123456 or 123456, no other form will be accepted unless by prior arrangement.
2b. Staff will hand you an official order which must be produced if requested – they are security coded back to each operative.
2c Goods must be signed for when picked up or delivered by a current member of Emanuel Spence staff.
i. If within twelve months after the Goods have been put into service any defect in the Goods shall be discovered or arise under normal use attributable to faulty design, materials and workmanship, you shall remedy the defect either by replacement or repair at your own expense. You will not be entitled to reject any claim made in respect of any defect arising within the Guarantee period on the basis that we failed to make the complaint during such period.
ii The provisions of this Clause shall apply to Goods so replaced or repaired and shall be effective from the date of such replacement or repair, but shall not prejudice any of our rights resulting from any defects in the Goods.
iii. The Supplier shall be liable for any labour charges to replace faulty or defective goods supplied.
Prior to delivery you shall inspect and test the Goods for compliance with the Order and in assessing their fitness for use we shall be deemed to rely on your skill and judgement.
You will package the Good~ in a manner suitable for transit and / or storage at no cost to us.
If the Goods are perishable or have a life expectancy of a fixed duration or if there are any circumstances known to you which would adversely affect the life span of the Goods, you will forthwith advise us in writing of all such necessary and appropriate information relating thereto which shall form part of the description of the Goods.
i Time shall be of the essence of this Order.
ii Unless otherwise specified by us delivery of the Goods shall be effected by you at your own risk and
expense (including the risk of deterioration in the Goods necessarily incident to the course of transit) at the place and on the date(s) specified in the Order.
iii. In the event of the Goods not being made available on the date(s) specified in the Order, we retain the right to cancel the Order pursuant to Condition 10.
iv. Should
the Goods not be delivered in the time specified on the Order, unless notified
by the Supplier to Emanuel Spence lid, the Supplier will be responsible for any
increase in contract price, penalties or cancellation fee.
the property and risk in the Goods shall pass on delivery or (in the case of delivery by instalments) on the delivery of each instalment.
Where the Goods or any part of them, though ready for delivery, are retained by the Seller pending delivery instructions, then the property in such Goods shall pass to the buyer upon payment, but the risk in such Goods shall remain with the Seller until actual delivery.
i. You will insure to their hill value any Goods, tools, materials, and any other property provided by or through us to you for your use whilst they are in your possession.
ii. You will indemnify us against any and all liability loss damage claims costs and expenses howsoever arising in connection with the following:
a) If the Goods cause injury to any person or damage to any property from inherent vice or by reason of
faulty design, materials or workmanship or as the result of any breach by you of any statutory duty laid upon the manufacturers or suppliers of any article for use at work or if you or any of your servants or agents cause or suffer any injury or damage whilst on our premises in performance of this Order, and you will take out adequate insurance in respect thereof.
b) If you fall to comply with any statute, statutory rule, order, directive or regulation under Condition 11 hereof.
iii You shall hold any insurance monies payable under this clause in trust for us.
If the Goods do not comply with the Order, or any of the Conditions of the Order are broken or not complied with by you, or it is clear that you will be unable to perform your part of the Order, we shall at our discretion be entitled to reject the Goods and/ ot rescind the Order (notwithstanding that the property in the Goods may have passed) by giving written notice to you and the following provisions shall where appropriate apply.
i We shall return to you at your own risk and expense, any rejected Goods or any Goods already delivered which by reason of non-delivery of the balance are not reasonably capable of use by us, or at our option shall require you to collect the same, and,
ii. We may at our discretion require you either to restore or rectify the Goods to our satisfaction and at your expense to replace any Goods so rejected upon the same Conditions as herein stated.
iii. You
will repay to us any money paid by us in respect or rejected or undelivered Goods.
i. You will in relation to the Goods comply and it is a condition of the Order that the Goods comply and will continue to comply with the provisions and requirements applicable to the design, manufacture, supply and use of the Goods hereunder (whether expressly or by Implication) of any statute, statutory rule, order, directive or regulation in force at the time of delivery
ii. The Goods and all supporting literature shall conform with all descriptions (within the meaning of the Trade Descriptions Acts 1968 and 1972 or any statutory modification or re-enactment thereof) applied thereto by you.
iii. You will supply where appropriate and not later than the date of delivery or installation of the Goods operators manuals, instruction manuals, lists of recommended spares and other supporting literature in relation to the Goods, together with adequate information about the use for which the Goods have been designed and have been tested and about any conditions necessary to ensure that, when put to that use, the Goods will be safe and without risk to health.
i. This Order and the subject matter thereof shall be treated as confidential between the parties and shall not be disclosed or publicised to any third party for any reason without prior written consent.
ii. You will not use our name or other identity for advertising or publicity purposes without our written consent.
iii. You will not copy, publicise or make available to any third party any drawings, patterns, tooling of any kind, written instructions, specifications and other technical papers, supplied to us or produced by you at our cost for the purposes of this Order, and the same shall remain our property and must be returned to us on demand free of charge.
i. We shall not be liable to you for failure to accept delivery of the Goods resulting from any breakdown of plant or apparatus, fire, explosion, accident, strike, lock-out, or any other event or cause beyond our control.
ii. If you fail to perform any part of this Order or by reason of any event of cause specified in the preceding
Sub-clause we may at our discretion suspend or cancel the delivery of the Goods and/ or the performance of this Order without any liability to you for payment
i. You shall not without our written consent, assign, transfer, or sub-contract the Order to any third party.
n. Should the supplier contract out the works without the permission of Emanuel Spence Ltd, we reserve the right not to pay for the works.
Emanuel Spence Ltd reserves the right to cancel this Order or not accept an invoice for Sub-Contract work if Emanuel Spence Ltd does not receive the invoice within 60 days of the Contractor completing the works.
If you shall fail to satisfy any judgement debt or you shall make any composition or arrangement with or any conveyance or assignment for the benefit of your creditors or shall purport so to do or shall have any application or Order made in request of you under the Insolvency Act 1986 or (being a company) if any resolution shall be passed or an Order of the Court be made that you would be wound up (save for the purposes of reconstruction or amalgamation) or a receiver or manager be appointed by any creditor or any act shall be done which would cause any of the foregoing to be done we shall be entitled to determine the Order by written notice to you but without prejudice to any other right or action which we may have at the date of such notice.
No admission, act or omission made by us or on our part during the continuance of this Order shall constitute a waiver of or release you from any liability under any of its terms.
i. The standard terms of Payment by Emanuel Spence Ltd are 60 days from the last day of the month of supply of goods or services - unless agreed in writing with the supplier
ii. The terms of this order override any previous Terms of Sale agreed with the supplier on opening an account.
iii. Where the Order is part of the JCT or similar contract being carried out by Emanuel! Spence Ltd, the supplier will be paid stage payments in accordance with the contract conditions, the final payment will be made until 30 days after we receive full payment on the contract
iv. Should the supplier or contractor not agree with our terms of purchase they must let Emanuel Spence Ltd know before delivering the Goods or Services.
The Order shall be construed and have effect
in all aspects in accordance with English Law.
All sub contractors must obtain a signature of satisfaction to be included with their invoice. They must also put date and times on site on their invoice - this is an express term of the order being placed. Emanuel Spence Limited will not pay an invoice that is submitted without this information.
WHERE ANY SPECIAL CONDITIONS OF PURCHASE APPLICABLE TO THIS
ORDER ARE IN CONFLICT WITH THESE GENERAL TERMS AND CONDITIONS THE SPECIAL
CONDITIONS SHALL PREVAIL.