MERCIAN LABELS LTD GENERAL CONDITIONS OF PURCHASE
General terms
1. These General Conditions of Purchase take precedence over terms and
general conditions of sale otherwise used by Seller. The execution or
commencement of work by the Seller or commencement of delivery pursuant
to the Order constitutes acceptance of the Order on the terms contained
in or referred to in the Order. The acceptance of the Order is limited
to and conditional upon acceptance by the Seller of the terms contained
in or referred to in the Order. The Seller must inform the Buyer immediately
if it does not wish to accept an Order.
2. The Buyer is Mercian Labels Limited, a company registered in England
number 951963. Our registered office is Mercian House, Watling Street,
Cannock, Staffs, WS11 0BD. You can telephone us on 0870 060 6466 and fax
us on 0870 060 6467 or email us at sales@selfadhesivelabels.com
3. "Order" and "Purchase Order" means an official purchase
order issued by the Buyer. An order will only be binding on the Buyer
if it contains a valid purchase order number. The onus is on the Seller
to satisfy itself that it has obtained a valid purchase order number.
If in doubt the Seller should contact the Buyer to confirm the status
of the purchase order number.
Prices
4. Prices are fixed and non-revisable
5. Carriage and Packaging costs are included in the price and the Seller
acknowledges that the Buyer will not accept charges for carriage or packaging
unless detailed in the order.
6. To the extent that Value Added Tax is legally chargeable on the supply
to the Buyer of any goods or services provided by the Seller under the
Order, the Buyer shall pay such Tax as an addition to payments otherwise
due to the Seller under the Order. The Order Price is deemed to exclude
Value Added Tax.
7. If, during the life of this Agreement the Seller sells any goods/parts/materials
or services substantially the same as that listed herein at prices, including
applicable freight equalisation terms, lower than the prices then effective
under this Agreement, said lower price(s) shall apply to all goods/parts/materials
or services thereafter shipped under this Agreement during the period
of sale at such lower price(s) to others, provided Seller can legally
extend such lower price(s) to Buyer.
8. If at any during the period of this Agreement the Buyer can purchase
goods/parts/materials or services of like quality at a price which will
result in a delivered cost to Buyer that is lower than the delivered cost
of the goods/parts/materials or services purchased hereunder, Buyer may
notify Seller of such delivered cost and Seller shall have an opportunity
of pricing goods/parts/materials or services hereunder on such a basis
as to result in the same delivered cost to Buyer. If Seller fails to do
so or cannot legally do so, Buyer may purchase from the supplier of the
lower delivered cost goods/parts/materials or services, and any purchase
so made shall be held to apply to this Agreement, and the obligation of
Buyer and Seller shall be reduced accordingly.
Payment
9. Payment will be made within 60 days from the end of the month of invoice
receipt or goods/service receipt date, which ever is later, in pounds
sterling. The Buyer reserves the right to withhold any amounts which are
the subject of a bona fide dispute or to deduct from any monies due to
the Seller. No payment of any amount shall constitute any admission by
the Buyer that the goods are satisfactory or proper performance of the
Seller. Any exception to these payment arrangements must be agreed in
writing by the Buyer.
Assignment
10. Seller will not, without the consent in writing of the Buyer, assign,
pledge or transfer the Order or any part thereof, to any other person.
Any such consent shall not relieve Seller of its obligation to comply
with the Order.
11. The Seller may not sub-contract any part of the contract without the
prior written consent of the Buyer. If the Seller does sub-contract any
part of the contract without such prior written consent than the Buyer
shall be entitled to cancel the contract at any time or deduct 25% of
the total value of the contract from the original price at its absolute
discretion.
Cancellation
12. Buyer reserves the right to cancel the Order or any part thereof
without penalty if Seller fails to comply with those terms and conditions
of the Order which are under the control of Seller, or fails to make within
the time specified in the order, which time is of the essence. Failure
of the Buyer to exercise its option under this clause in respect of any
part of an order shall not be deemed to be a waiver with respect to any
subsequent part of the order. Unless an extension of time has been agreed
in writing by the Buyer then the failure of the Seller to effect delivery
on the date specified on the order then the Seller shall be liable for
all loss and additional costs (or both) incurred as a result. Without
prejudice to and other specific provision, the Buyer shall have the right
to cancel the contract in whole or in part a any time by giving written
notice to thew supplier whereupon all work undertaken (or the cancelled
part) shall be discontinued and the Buyer shall pay to the Seller such
proportion of the order price as may be fair and reasonable having regard
for the value of the work done, of the goods previously delivered and
of services performed under the order and the ability of the Seller to
resell the goods or services; and on such payment no further sum or sums
shall be due by way of damages, loss of profit or otherwise from the Buyer
to the Seller by reason of such cancellation.
Quality, Quantity and Description
13. It is a condition of the Order that the goods supplied to Buyer under
the Order shall be of first class materials and workmanship and must met
the particulars referred to in the Order as to quantity, quality standards
and description. The Buyer may reject the goods if they fail to conform
as to quantity, quality or description with the particulars stated in
the Order, where the defect the apparent on a visual inspection, one month
after delivery, or in any other case one month after the Buyer has discovered
the defect in question.
14. Seller will guarantee the goods or services, object of the Order,
against continuing or hidden defects.
15. During the guarantee period, Seller will repair or replace any Defect
to parts of the Supply or rectify any design Defect of the Supply, without
delay & at his own cost. This will include labour, material and freight.
The contractual guarantee period will be one year. Guarantee will start
at beginning of usage, however, not later than three months after delivery.
Delivery shall be completed when the goods have been unloaded by the Seller
at the point of delivery specified in the Order and the delivery has been
accepted by a duly authorised agent, employee or representative of the
Buyer. Risk in the goods purchased shall pass to the Buyer only after
delivery has been completed. If a carrier is used in connection with the
order then such carrier shall be deemed to be an agent of the Seller and
not of the Buyer.
16. Buyer reserves the right to purchase spare parts, accessories and
supplies for any ordered machines or machinery whenever or wherever he
may desire to do so.
17. By acceptance of the Order the Seller grants the right to the Buyer
to make periodical visits to the Seller's plants or to his subcontractor(s)
to inspect material and to determine actual progress of manufacture. If
as a result of any inspection or test the Buyer is of the opinion that
the goods do not comply with the order, or are unlikely on completion
of manufacture or processing so to comply he shall inform the Seller accordingly
and the Seller shall take steps to ensure such compliance.
Changes
18. No modifications to these Terms, or the commercial or technical terms
and conditions of the Order will be effective or implemented without a
written and signed authorisation by a Director of the Buyer. Any modification
authorised by the Buyer and accepted by the Seller has been placed on
the implicit understanding that the change has no impact other than that
specified in the authorisation.
19. These Terms embody the entire understanding of the parties and supersede
any prior promises, representations, undertakings and understandings from
the Buyer and no other action on the part of the Buyer shall be construed
as an acceptance of any other conditions except with a written and signed
authorisation by a Director of the Buyer.
20. Any typographical, clerical or other error or omission in any purchase
order, or other document or information issued by the Buyer shall be subject
to correction without any liability on the part of the Buyer.
Confidentiality and Advertising
21. The Seller undertakes not to disclose to third parties the existence
of the Order or its content, except on a "need to know" basis
(e.g. subcontractors). The Seller will not disclose any of Buyer's proprietary
information or documents he has been given, related to the Order, except
with the prior written agreement of Buyer. The Seller will not without
the prior written consent of the Buyer advertise or publish in any way
whatsoever the fact that the Seller has contracted to supply goods or
services to the Buyer
Intellectual Property
22. By acceptance of the Order, Seller warrants and agrees that any article
or articles furnished hereunder and the use thereof, do not infringe any
third party's property rights; that he will defend any action that may
arise in respect thereof, and that he will indemnify and save harmless the Buyer
and any subsidiary or affiliated company thereof against any loss including
damages, costs or expenses, including legal fees, which may be incurred
by the assertion of any intellectual property rights by other parties.
Ownership/Risk of Loss
23. Materials for processing, blocks, dies, patterns, original drawings,
moulds, etc. supplied or separately ordered by the Buyer are at the Seller's
risk while in the Seller's possession. The Seller shall not use such items,
nor shall he authorise or knowingly permit them to be used by anyone else,
for or in connection with any purpose other than the supply of the goods
to the Buyer, except with the prior written agreement of Buyer.
Ownership of Documents & Inventions
24. All ideas, discoveries and inventions made in the performance of
work done under the Purchase Order, including all Intellectual Property
in documents, designs, drawings, calculations, descriptions, specifications
and other things which Seller prepares or causes to be prepared specifically
for the execution of the Purchase Order, shall be the property of Buyer,
unless otherwise expressly agreed in writing and accepted by a Director
on behalf of both Buyer and Seller, respectively and if necessary and
at Buyer's request the Seller must execute all such documents and do such
other things as may be required to transfer or confirm such ownership
of Buyer .
Force Majeure
25. Neither party shall be considered in default of performance of their
obligations when such default is caused for force majeure, provided such
party uses its best efforts to remedy such force majeure. As force majeure
will be considered: fire, flood storm, wars, riots, civil commotion, acts
of governments, labour disputes in which negotiations with the affected
labour force cannot be conducted by Seller or sub contractor provided
such events occur after signature of the Order. Default or failure of
sub contractor(s) is specifically excluded from force majeure, unless
such default or failure is caused by force majeure, as defined above,
AND no alternate source is available. It is Seller's obligation to warn
the Buyer about any force majeure occurrence affecting a sub-contractor,
contractually imposed by Buyer, and this in due time so that a suitable
replacement can be selected. The party asserting force majeure will immediately
notify the other (unless force majeure prevents such notification) and
if the period of suspension lasts for longer than two weeks, either party
may at any time thereafter cancel any chosen part of this Purchase Order
with immediate effect.
Law
26. Should a clause of the Order be held invalid by court decision, then
this shall have no effect on the validity of the remainder of the Order.
27. A failure on the part of either party in enforcing against the other
party any term or condition of the Order, shall not be or deemed to be
a waiver or in any way prejudice any right of that party under the Order.
28. Incoterms (current edition) will apply to the Order if the Seller
is located outside of the United Kingdom.
29. The Contracts (Rights of Third Parties) Act 1999 shall not apply in
relation to the Contract.
30. The construction, validity, meaning and effect of any contract between
Buyer and Seller of which the Order forms part shall be governed by the
laws of England, and the Seller agrees to have any disputes resolved in
the court geographically closest to Cannock, Staffordshire with appropriate
jurisdiction.
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