terms & conditions of order for the supply of goods and services.
terms & conditions of order for the supply of goods and services.
a. All Orders for Goods shall be deemed to be an offer by the Company to purchase the Goods under these Conditions.
b. Every offer quotation acceptance and contract for the sale or supply of Goods to the Company is made subject to these Conditions.
c. All terms and conditions proposed by the Supplier (even though such terms may be included in a later document and/or purport to exclude or supersede any terms which are inconsistent with them) or which may otherwise be implied by custom or dealing are hereby excluded.
d. The word ‘Goods’ means all goods the supply of which is the subject of this Order. The word ‘Services’ means all services the supply of which is the subject of this Order. The word ‘Supplier’ means the person firm or company to whom this Order is issued and addressed.
e. Despatch or delivery of the Goods by the Supplier shall be deemed to be conclusive evidence of the Supplier’s acceptance of these conditions.
The Company will not be liable for any Goods supplied or work done without a written Order. The number of this Order must be quoted on all documents and correspondence.
a. All goods are to be delivered carriage paid at the delivery address shown in this Order and packages are to be clearly marked with the name and address of the Company and with this Order number.
b. Empties and packages will not be returned unless they are clearly marked as chargeable and this is repeated in the covering papers. Packages returned shall be subject to an allowance at the Supplier’s standard rate operating at the time of delivery.
c. This Order is placed on condition that specified delivery dates are maintained and time is of the essence of this Order. If the Supplier fails to deliver the Goods or Services in part or in whole comprised in this Order on the due date the Company shall be entitled to cancel the Order (in whole or in part) and at their option withhold payment in respect of all Goods or Services still remaining to be delivered thereunder.
d. The Supplier will be liable for any loss suffered by the Company
i. by the Supplier’s failure to deliver Goods or Services in accordance with this Order
ii. in reordering Goods or Services which the Supplier has failed to supply in accordance with this Order
iii. for any loss suffered in consequence of any delay in obtaining any replacement Goods or Services.
e. Any payment due by the Company to the Supplier in respect of work done for this or any other Order where payment is still to be made by the Company shall be reduced
i. by the amount of the Company’s loss for which the Supplier is liable as aforesaid and
ii. by the amount of any additional loss incurred by the Company in delivering the Goods or Services or putting the materials or products into a deliverable state.
f. The right of the Company to cancel this Order or any part thereof shall not be affected by any giving of time or other concession granted to the Supplier nor shall any waiver in respect of delay operate as a waiver of any subsequent delay.
g. The Company shall not be deemed to have accepted the Goods until after the Company (or its sub-buyers) have actually accepted the Goods and ascertained that they are in accordance with the contract and the Company may reject Goods not in accordance with the contract at any time until a reasonable period after such inspection has elapsed.
h. All Goods shall be properly and carefully packed in accordance with the requirement of the Order (where stipulated) and in any event in a manner to provide proper protection against damage in transit.
i. Where the Company agrees to pay delivery costs these are agreed to be the usual cost of delivery by goods train or road transport as appropriate and the Company will not be liable for additional costs incurred by the Supplier to enable it to meet delivery dates.
a. Title to the Goods passes to the Company on their delivery to the delivery address shown in this Order.
b. Risk in Goods passes on their delivery to the delivery address shown in this Order and the Supplier shall make good free of charge to the Company any loss or damage to or defect in Goods occurring during transit.
Where any contract is made for the supply of Goods from overseas the contract shall (save as otherwise agreed in writing in any particular case) be subject to the Supplier obtaining all necessary import licences and other permits for the entry of the Goods into Nigeria and in the event that any such licence or permit cannot be obtained the contract shall be void and the Company shall be under no liability whatever to the Supplier.
The Company reserves the right to reject any Goods or any part of the Goods which are faulty in design manufacture quality or construction or which do not come up to sample and/or standards and/or specification or are unfit for the purpose for which they are required, and the Company shall have the right to purchase elsewhere.
The Supplier warrants that it will carry out its duties hereunder with the skill and care that would be expected of an expert in his trade and the Supplier shall be liable to the Company for all loss (including loss of profit and business) howsoever suffered by the Company by reason of the Supplier’s breach of this warranty or by reason of the Goods:
a. not being of satisfactory quality
b. not coming up to sample and/or standards and/or specification
c. infringing any third party rights (including rights to Letters Patent or Registered Designs Trade Marks Copyrights or other intellectual property rights as hereinafter referred to as ‘the Intellectual Property Rights’) or otherwise howsoever and any payment due to the Supplier under Clause 8 hereof in respect of this or any other Order where payment is still to be made shall be reduced by the amount of the Company’s loss for which the Supplier is liable as aforesaid.
The Company is a responsible security conscious organisation and will only accept Personally Identifiable Information (PII) data transferred via a secure medium (SFTP). Sending data by insecure means is at the Suppliers own risk and the Supplier shall be liable for any loss arising from the loss, left, deletion or corruption of sensitive data.
a. Subject to sub-clause (b) below and unless otherwise agreed in writing payment under this Order shall be made 65 days after the date of invoice (and in any event not before delivery and inspection of the Goods) but the Company shall be entitled to take advantage of any better terms offered by the Supplier in connection with the purchase of the Goods whether relating to time for payment discounts or otherwise and the price or payment terms referred to herein shall be varied accordingly. Value Added Tax where applicable shall be shown separately on all invoices as a net extra charge.
b. Where Goods supplied under this Order are machinery or spare parts for machinery payment under this Order shall be made 65 days after the machinery or the spare parts (as applicable) have been installed at the Company’s premises or at its discretion. In cases where the machinery or the spare parts are not operating to the Company’s satisfaction the Company retains the right to withhold payment beyond the payment date as aforesaid until the defects in the machinery or the spare parts have been remedied or the defective items replaced to the satisfaction of the Company at the Supplier’s cost including any carriage and labour charges.
All Goods will be guaranteed by the Supplier for a minimum of six months from the date of delivery or six months from their coming into use (whichever shall be the later) against breakdown or failure of any description due to erroneous advice, defective materials or workmanship or howsoever caused. In the event of such failure, the defective items shall at the option of the Company either be replaced by the Supplier at its own cost including all carriage charges incurred, or be replaced by the Company at the Supplier’s cost, including any labour and carriage charges incurred. Replacements shall themselves be subject to the foregoing guarantee by the Supplier for a further period of six months from the date of delivery of the replacement or six months from the replacement coming into use (whichever shall be the later).
The Company reserves the right at any time during the performance of the contract to direct the Supplier in writing to vary in any way the quantity or description of the Goods or Services to be delivered and the Supplier shall carry out such instructions to vary and be bound by the terms of this Order. All notices, orders or instructions to be served upon the Supplier under these conditions shall be deemed to be properly served if sent by hand or post or fax or telex to the address of the Supplier given on this Order or the registered office or principal place of business of the Supplier. Any variation to these terms purportedly agreed by e-mail shall not be contractually binding unless, and until, confirmed by non-electronic hardcopy in writing and signed by a Director, partner or proprietor of each party to the contract.
a. Any specifications, plans, drawings, process information, patterns, designs, formulae or other processes whatsoever (‘the Specifications’)
i. supplied by the Company to the Supplier
ii. created, calculated, drawn up or designed by the Supplier to fulfil the requirements or comply with the instructions of the Company in connection with this Order
iii. and any information derived therefrom or otherwise communicated to the Supplier in connection with this Order shall remain the property of the Company.
b. At all times the Specifications shall
i. be kept secret and confidential
ii. not without the consent in writing of the Company be published or disclosed to any third party
iii. not be made use of by the Supplier except for the purposes of carrying out this Order.
c. Any Specifications supplied by the Company or created, calculated, drawn up or designed by the Supplier as aforesaid shall be returned to the Company on demand and all Intellectual Property Rights appertaining thereto or to the Goods shall at all times remain the property of the Company.
The Supplier confirms that all its employees are fully covered by employer’s liability insurance and hereby indemnifies the Company against any loss, damage, costs, claims and expenses incurred or suffered by the Company in respect of any accident or injury suffered by any employee of the Supplier whilst engaged in carrying out any work under this Order.
If the Supplier commits a breach of these terms and conditions or is in default of any other of its obligations to the Company or if any distress or execution is levied upon the Supplier’s property or assets, or if the Supplier makes or offers any arrangement or composition with its creditors or if the Supplier is a limited company and any resolution or petition to wind up the Supplier’s business (other than for the purpose of amalgamation or reconstruction without insolvency) or for the appointment of an administrator is passed or presented or if a receiver of the undertaking property or assets or any part thereof of the Supplier (being a limited company) is appointed then the Company may without notice:
a. suspend or determine this Order or any part thereof; and
b. recover any materials or specifications from the Supplier’s premises that had been delivered to the Supplier for the purposes of manufacturing the articles or any parts thereof to be delivered under this Order (and the Supplier grants the Company an irrevocable licence to enter upon its premises for the purposes of this clause only).
This Order and these Terms and Conditions shall be subject to and construed in accordance with English law and the Company and the Supplier hereby submit to the exclusive jurisdiction of the English courts in all matters connected therewith or relating thereto.
These Conditions shall apply insofar as they are held to be lawful and enforceable. If any Condition or part of a Condition shall be held to be unlawful or unenforceable then these Conditions shall be read and construed as if such Condition or part thereof were omitted.