Terms and Conditions
STANDARD TERMS AND CONDITIONS FOR SUPPLY OF GOODS AND SERVICES OF International Safety Products Limited
In this document the following words shall have the following meanings:
1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable Specification Documents;
1.2 "Customer" means the organisation or person who purchases goods and services from the supplier.
1.3 "Intellectual Proper Rights" means all patents, registered and unregistered designs, copyright, trademarks, know-how , databases and all other forms of intellectual property wherever in the world enforceable;
1.4 "Specification Document" means a statement of work, quotation or other similar document describing the goods and services to be provided by the supplier;
1.5 "Supplier" means International Safety Products Ltd
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the Customer.
2.2 Before the commencement of the services the Supplier shall submit to the Customer a Specification Document which shall specify the goods and services supplied and the price payable. The Customer shall notify the supplier immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.
2.3 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.
3. PRICE AND PAYMENT
3.1 The price for the supply of goods and services are as set out in the Specification Document. The Supplier shall invoice the Customer upon despatch of the goods.
3.2 Invoiced amounts shall be due and payable within 30 days of receipt of invoice. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 4% per annum above the base rate of the Bank of England. In the event that the customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied.
3.3 All prices are quoted exclusive of UK Vat where applicable.
3.4 Any prices quoted in any sales literature may be subject to change without notice.
3.5 The Company reserves the right to repossess any goods should the customer become insolvent or fail to pay for them under the terms of the contract.
4. SPECIFICATION OF THE GOODS
All goods shall be required only to conform to the specification in the Specification Document. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales of marketing literature of the Supplier and no representation written of oral, correspondence or statement shall form part of the contract.
5.1 The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses cause directly or indirectly by any delay in the delivery of goods.
5.2 All risk in the goods shall pass to the Customer upon delivery.
Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods.
7. CUSTOMER’S OBLIGATIONS
7.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall;
7.1.1 co-operate with the Supplier;
7.1.2 provide the Supplier with any information reasonable required by the Supplier;
7.1.3 obtain all necessary permissions and consents which may be required before the commencement of the services; and
7.1.4 comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties.
7.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 7.1
7.3 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the goods and services agreed to in the Specification Document, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days’ written notice the full amount of the goods and services contracted for as set out in the Agreement, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this Clause.
7.4 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:
7.4.1 the Supplier shall have no liability in respect of any delay to the completion of any project;
7.4.2 if applicable, the timetable for the project will be modified accordingly;
7.4.3 the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.
8. ALTERATIONS TO THE SPECIFICATION DOCUMENT
8.1 The parties may at anytime mutually agree upon and execute new Specification Documents. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties.
8.2 The Customer may at any time request alterations to the Specification Document by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.
8.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.
8.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.
9.1 The Supplier warrants that as from the date of delivery for a period of 12 months the goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials.
9.2 The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
9.3 Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by the Supplier. This exclusion does not exclude liability for fraud or fraudulent misrepresentation.
The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any goods and/or services provided by the Supplier in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.
11. LIMITATION OF LIABILITY
11.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid or payable under the agreement.
11.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss or opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
11.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.
Either party may terminate this Agreement forthwith by notice in writing to the other if:
12.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
12.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances.
12.3 The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
12.4 The other party ceases to carry on its business or substantially the whole of its business; or
12.5 The other party is declared insolvent, or convenes a meeting of or makes proposes to make any arrangement or composition with its creditors; or liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
12.6 For any reason by the supplier so long as 30 days notice in writing is provided.
13. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonable necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.
14. FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events. The supplier also has the right to terminate the agreement in the event of Force Majeure .
15. INDEPENDENT CONTRACTORS
The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Specification Document.
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Any notice to be given by either party to the other may be served by e-mail, fax, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by e-mail shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
20. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
21. NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
22. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with International Law without exclusion.
INTERNATIONAL SAFETY PRODUCTS LTD – CONDITIONS OF PURCHASE
1.1 'Order' shall mean this Purchase Order.
1.2 'Conditions' shall mean these Conditions of Purchase and any amendments or additions to those Conditions of Purchase which may be stated in the Order. To the extent that any such amendments and additions conflict with these Conditions of Purchase the amendments and additions shall take precedence.
1.3 'Buyer' shall mean the company placing the order, as shown in the order.
1.4 'Supplier' shall mean the person, firm or entity on which the order is placed.
1.5 'Supply' shall mean all goods, work, documents, software and services to be supplied by Supplier under the contract.
1.6 'Contract' shall mean the contract formed by Supplier's unqualified acceptance of the order, or by supplier's commencement of performance of the order, or by issue of Buyer's accepting Supplier's quotation, whichever occurs first. The Contract shall consist of the order, the Conditions and any documents which the order states are incorporated in the Contract to the exclusion of any other terms and conditions contained in any document issued by Supplier at any time.
2. Quality, Description and Fitness for Purpose
The supply shall be in conformity with all standards, specifications, drawings or descriptions stipulated in the Contract. The Supply shall be of satisfactory quality and free from defects in design, materials and workmanship. The Supply shall be fit for any purpose specified in the Contract, or if no purpose is specified expressly or implication, the Supply shall be fit for its normal purpose. The Supply shall conform to British and European Union legislation.
3. Inspections and Tests
Buyer, Buyers client and any representative of either shall be entitled to examine progress of work under the Contract (wherever such work may be located) at any time during normal working hours, and to carry out and/or witness such inspections and tests as may be required under the Contract. Neither the carrying out of witnessing of, nor failure to carry out or witness any such examination, inspection or test shall relieve Supplier from any responsibility or liability.
4.1 Buyer shall be entitled by notice to Supplier in writing at any time or times prior to completion of the Supply to Instruct Supplier to make changes to the quantities, specifications and/or timing of all or part of the Supply. Supplier shall implement any such change upon receipt of Buyers written instruction, and any such change shall not invalidate the Contract. If any such change affects the cost to Supplier of performing the contract and/or the time necessary for performance a reasonable adjustment to the Order price and/or time for performance shall be made.
4.2 Supplier shall notify Buyer in writing within 7 working days from the time Supplier becomes aware (or ought reasonably to have become aware) of any matter which supplier considers may entitle it to adjustment of the Order price and/or completion date. Failure so to notify Buyer shall constitute a waiver by supplier of any entitlement which may otherwise have existed in respect of the matter concerned.
4.3 Any variations or change instructed by Buyer in accordance with clause 4.1 or notified by Supplier in accordance with clause 4.2 if agreed by Buyer, shall be instructed or confirmed by issue by Buyer of an Order Variation on Buyers official purchase order form. Claims in respect of matters not so instructed or confirmed will not be accepted or valid.
5.1 The date(s) for delivery and/or completion of the Supply shall be as specified in the Contract.
5.2 Supplier shall deliver the Supply during normal working hours, carriage paid and at the risk of Supplier, at the delivery point specified in the Contract. Deliveries of goods, documents and software must be accompanied by an advise note listing the delivered items in sufficient detail to permit inspection and checking by the Buyer. For goods deliveries, no responsibility for payment will be accepted by Buyer unless a delivery note has been signed by an authorised representative of Buyer.
5.3 If the Supply (including packaging and any certification or documentation stipulated in the Contract) does not comply with any requirement of the Contract, including but not limited to quantity, quality or description, Buyer shall be entitled to reject the supply in whole or part, notwithstanding signature by Buyer of any delivery advise note. Any acceptance of such Supply by Buyer shall be without prejudice to any rights that Buyer may have against Supplier. Buyer shall be entitled to reject Supply delivered in advance of any earliest date for delivery stipulated in the Order. Buyer shall be entitled to reject any part delivery unless the Order specifically permits part-deliveries. Buyer shall be entitled to return any rejected Supply to Supplier at Supplier's expense and risk, or to give Supplier notice to collect such rejected Supply. Risk in rejected Supply shall revert to Supplier when Buyer gives Supplier notice of rejection in writing.
6.1 All correspondence, advice notes, invoices and other documentation shall be sent to the address specified in the Order and shall be clearly marked with Buyers Order Number and Suppliers name.
6.2 Any documentation to be delivered by Supplier under the Contract, including but not limited to drawings, test certificates, material certificates, inspection certificates, type approval certificates, certificates of conformity, and instruction manuals shall be delivered to the address and at the time specified in the Contract, or if no address or time specified shall be delivered with the goods to which they related.
7. Prices and Rates
Prices and rates stated in the Contract are firm, fixed and valid for the duration of the Contract and are deemed to include for everything necessary to carry out the Contract.
8.1 Unless stated otherwise in the Contract invoices shall be submitted by Supplier only when delivery (including any documentation and certification specified in the Contract) is complete. Except to the extent that the Order may specify part-deliveries, the payment period for any part-delivery shall not commence until delivery is complete, if an earliest date for delivery is stipulated in the Order, earlier delivery shall not entitle Supplier to earlier payment.
8.2 Payment shall be made in accordance with agreed payment terms as stated on the order with the supplier and such that a correct invoice in accordance with the Contract is received by Buyer.
9. Property and Risk
Property in the Supply shall pass to Buyer when the Supply is delivered to Buyer, except that if any part of the price is payable before payable before delivery, properly in all goods and material allocated to the contract and all documents and software produced pursuant to the Contract shall pass to Buyer as soon as Buyer makes the initial payment. Supplier shall mark such items as the property of the Buyer but they shall be at Suppliers risk until delivery.
Should any defects in design, materials or workmanship become evident in the Supply within the period stated in Order (or if no period is stated, within 12 months after completion of deliver). Buyer may call upon Supplier to make good such defect by repair or replacement at Buyers option, carriage paid and free of charge. The same provisions shall apply to any rectified or replacement Supply from the time of completion of rectification or replacement. The provisions of this clause shall be in addition to and not in substitution for, Buyers legal rights and remedies in respect of any defects in the Supply.
11.1 Ownership and Use of Designs, Tools, Patterns etc
All drawings, designs, documents, software, tools and patterns made available by or through Buyer or Supplier, or originally created or developed by Supplier under the Contract shall remain and become the property of the Buyer and shall not be disclosed or delivered to any other person, firm or entity or used by Supplier other than for performing the Contract, and shall be returned or delivered to Buyer upon completion or termination of the Contract unless otherwise instructed in writing by Buyer.
11.2 Intellectual Property Rights
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Buyer, and the Supplier shall do all that is reasonable necessary to ensure that such rights vest in the Buyer by the execution of appropriate instruments or the making of agreements with third parties.
12. Intellectual Property Rights and Patents
Supplier shall indemnify Buyer against all costs, claims, proceedings or demands in respect of any infringement or claimed infringement of intellectual property rights resulting from Sale or use of the Supply, including but not limited to infringement of any patent, registered design, trade mark, copyright or rights in software.
Supplier shall indemnify Buyer against all liability which buyer may incur to any other party and against all costs, expenses, claims, demands, proceedings and damages incurred by or made against Buyer by reason of any act, omission or breach of statutory duty of supplier, its employees, sub-contractors or agents in connection with the contract, including but not limited to late delivery or completion and any defect in the Supply.
14.1 If supplier fails to comply with any material provision of the Contract (including without limitation date of delivery of completion) or becomes bankrupt or insolvent or has a receiving order made against it or compounds with its creditors or being a corporation commences to be wound up other that for the purpose of reconstruction or amalgamation or carries on its business under a receiver, or if any equivalent event occurs under applicable law. Buyer may terminate the Contract forthwith by written notice without prejudice to any other rights of buyer.
14.2 Buyer shall be entitled to terminate the Contract at any time in whole or in part for the convenience of Buyer. In such event Buyers liability shall be limited to payment of a reasonable price (calculated on the same basis as the order price) for work properly carried out under the contract up to date of termination, and reimbursement of actual reasonable and substantiated direct costs properly incurred by Supplier in terminating any associated sub-orders.
15. Consequential Loss
Neither Buyer or Supplier shall be liable to the other, whether by way of indemnity, breach of contract, nor tort (including but not limited to negligence's) for loss of profit or anticipated profit, loss of contracts, loss of use or production, business interruption, or any indirect or consequential loss arising out of or in connection with the Contract.
Waiver by Buyer of any specific fault or default, or failure by buyer to terminate the Contract in whole or part under clause 14.1 when a right to do so arises, shall not constitute a waiver by Buyer of any of the Conditions or other requirements of the Contract except to the extent that any such waiver is specifically granted in writing and then only in respect of the actual instance of fault or default in respect of which such a waiver is granted.
17. Pre contractual Representations
The Buyer has the right to rely on any Pre contractual Representations actual or implied that existed prior to any order placed by the Buyer with the Supplier.
No right or obligation under the Contract may be assigned by Supplier in whole or part to another party without the prior written consent of Buyer.
This contract shall be governed by the laws of England and Wales.