LTE Conditions of Purchase – Form 01 Issue 01
In these conditions the following words shall have the meaning set out opposite them:
1.1 “the Company” shall mean LTE Scientific Limited;
1.2 “the Supplier” shall mean any person, firm, company or organisation from whom, or from which the Company agrees to buy the Goods;
1.3 “the Goods” shall mean and include the goods and / or services (and any parts thereof) described in the Order and being the subject matter of the contract to which these conditions apply;
1.4 “the Order” shall mean the purchase order for the Goods together with any additions or amendments thereof agreed to in writing by the Company in accordance with condition 2.3.
2.1 All contracts for purchase of the Goods by the Company are made subject to these conditions of purchase and supersede any earlier sets of conditions issued by the Company. Any stipulation or conditions in the Supplier’s confirmation of order form, advice note, invoice or other document delivered by the Supplier to the Company which would conflict with these conditions or in any way qualify or negative the same shall be deemed to be inapplicable to the Company unless the same shall have been expressly agreed to in writing in a document signed by a director or the Company. No other servant or agent has any authority to alter or qualify these conditions in any way.
2.2 Delivery of the Goods by the Supplier to the Company shall of itself constitute an acceptance of these conditions where acceptance shall not previously have been communicated to the Company.
2.3 The Company shall not be responsible for the Goods supplied unless such Goods were ordered on the Company’s printed order form duly signed on behalf of the Company by an authorised officer or purchasing executive thereof.
3.1 A delivery / advice note is required for each consignment of the Goods detailing the Company’s order number and giving full particulars of the Goods. Goods supplied which are not covered by such note may be refused.
3.2 Delivery shall only be deemed to have taken place when all Goods ordered have been delivered by the Supplier to the address stated for this purpose by the Company on the Order unloaded and delivery accepted by duly authorised officer, employee or representative of the Company.
3.3 The Supplier shall comply with all requests as notified from time to time in writing by the Company to avoid delivery on stipulated dates or between specified hours of work during which the Company’s premises are to be closed for the purpose of receiving Goods.
3.4 The Supplier will repair or replace free of charge the Goods damaged or lost in transit provided the Company gives the Supplier written notification of such damage or loss within such time as will enable the Supplier to comply with the carrier’s conditions of carriage as affecting loss or damage in transit.
When time is specified in the Order it shall be of the essence of the contract between the Supplier and of the Company and failure by the Supplier to adhere to such provisions shall entitle the Company at its sole option to treat the contract as repudiated in whole or in part. No delay by the Company in the exercise of its rights of repudiation shall constitute a waiver of that right. In the event of such repudiation the Supplier shall be liable to the Company in respect of all loss thereby directly or indirectly suffered including but not limited to all sums expended by the Company in securing an alternative supplier for the Goods.
5.1 Unless otherwise stated in the Order all prices are fixed prices and are not subject to variation and shall include inter alia the cost of carriage to the place of delivery.
5.2 Where the price is payable by weight payment will be made on the net weight only after deduction from gross weight of each consignment of the weight of all wrapping, packaging, or other protective materials.
5.3 Unless otherwise stated in the Order containers and packaging are supplied free of charge but will be returned by the Company, if required, at the Supplier’s risk and expense.
5.4 Unless otherwise stated in writing by the Company in accordance with condition 2.3 and subject to the Company’s rights of set off contained in condition 21 payment for Goods supplied will be made at the end of the month following the month in which delivery is effected.
5.5 No payment by the Company to the Supplier shall constitute an admission by the Company as to the performance by the Supplier of its obligations.
6. TITLE AND RISK
Property and risk in the Goods purchased shall pass to the Company upon delivery. The Supplier shall be responsible for insuring the Goods to their full value against all risks of damage or loss prior to completion of delivery and all losses directly and indirectly flowing from such damage or loss including its liability to the Company.
Any authorised representative of the Company shall be entitled on reasonable notice being given to the Supplier to inspect the Goods in the course of or after completion of their manufacture at the Supplier’s place of work or where applicable at the place of work of any sub-contractor and require all defects or deficiencies to be made good and alterations made where the Supplier or sub-contractor is failing or has failed in the opinion of the Company to comply with the terms of the Order provided nevertheless that such inspection or right to inspect shall not of itself constitute acceptance or approval of the Goods.
8. SPECIFICATION AND DRAWINGS
8.1 Title, copyright and design right in all drawings and designs of the Goods or any part thereof and specifications and data relating thereto provided to the Supplier by the Company or prepared or made by the Supplier its employees, agents or sub-contractors for the express purpose of fulfilling the Order (“the Specification”) shall vest in and belong to the Company absolutely and the Supplier agrees to execute without charge and upon request an assignment of copyright, design right or any other intellectual proprietary right (whether registered or not) pertaining to the Specifications or procure that such assignment of copyright from the author or proprietor is obtained as the case may be in favour of the Company.
8.2 The Supplier shall not under any circumstances use, copy, loan, disclose to unauthorised persons or otherwise make use of the Specifications save in the fulfilment of the Order or any other order placed by the Company and shall upon request at any time forthwith and without charge deliver up the Specifications to the Company.
8.3 The Supplier shall be responsible for any discrepancies, errors or omissions in the drawings and other particulars supplied by him, whether such drawings and particulars have been approved by the Company or not. The Supplier confirms that all designs and specifications originated or developed by it or any other person, firm or company at its direction are such that Goods supplied in conformity therewith will be safe and without risk to health when properly used.
9. DIES AND TOOLS
9.1 Title in all dies, tools, patterns and other appliances used in the manufacture of the Goods or part thereof provided to the Supplier by the Company or prepared or made by the Supplier its employees, agents or sub-contractors for the express purpose of fulfilling the Order (“the Tools”) together with title, copyright and design right in all drawings and designs of the Tools shall vest in and belong to the Company absolutely.
9.2 Any price quoted by the Supplier for the Goods shall include the price of dies, tools and patterns where required by the Supplier for the performance of this contract and if no separately priced item is included in the quotation then the Supplier shall not after the contract has been concluded be entitled to make any separate or further charge therefor.
9.3 The Supplier shall not in any circumstances use the Tools save in the fulfilment of the Order or any other order placed by the Company and shall upon request at any time forthwith and without charge deliver up the Tools to the Company and no counterclaim of the Supplier against the Company shall entitle the Supplier to withhold delivery up of the Tools save that if there is any outstanding charge or cost which has been agreed as a specific priced item to be paid by the Company to the Supplier in respect of any of the Tools then such outstanding amount shall first be paid by the Company to the Supplier before such delivery up.
9.4 The Supplier shall be responsible to ensure the safe-keeping and proper maintenance of all the Tools until such time as the same are returned to the Company whether or not the same be in the possession of the Supplier or some other person, firm or company having possession through, under or by the direction of the Supplier.
10.1 Goods shall be of first-class quality and shall be supplied strictly in accordance with the quantities, specifications and stipulations contained in the Order and all work and services performed by the Supplier shall be in accordance with best practice.
10.2 Nothing contained in these Conditions shall in any way detract from the Supplier’s obligations under Common Law or Statute or any express guarantee, warranty or condition contained in the Order or given by the Supplier.
10.3 The Company shall be entitled to require the Supplier to make good with all possible speed defective or damaged Goods or faulty workmanship including full replacement where necessary or at its option reject the Goods and treat the contract as repudiated at any time prior to the expiration of the following periods:-
10.3.1 where the defect is apparent on a visual inspection, three months after delivery to the Company; or
10.3.2 in any other case three months after the Company has discovered the defect in question.
10.4 Goods rejected by the Company shall remain on the Company’s premises at the risk of the Supplier who should collect the Goods within seven days of service of notice of rejection. Any Goods not removed by the Supplier may be removed or disposed of by the Company at the expense of the Supplier.
Packaging shall only be returned if expressly stated to be returnable and must be clearly marked as such. All outer packaging must bear the order number to which the Goods contained in the package relate.
If the performance of the order requires the Supplier to have any licence or other permit from any government or other authority at home or overseas, the Order shall be conditional upon such licence or other permit being available at the required time.
The Supplier shall not without the written consent of the Company advertise, publicise or announce that he supplies or has been asked to supply Goods to the Company.
14. ASSIGNMENT OR SUB-CONTRACTING
The Supplier shall not without the written consent of the Company assign or sub-contract all or any part of the Order.
15. HEALTH AND SAFETY
The Supplier warrants that in carrying out all its obligations hereunder it will comply with the duties imposed on it by the Health and Safety at Work Etc Act 1974 or any statutory modification or re-enactment thereof or regulations made thereunder and that the Goods are supplied with all necessary safety guards and devices sufficient to comply with such requirements.
The Supplier shall indemnify and keep the Company indemnified against: –
16.1 all losses, costs, damages, expense and claims caused to and made against the Company which would not have been caused or made had the Supplier fulfilled its express or implied obligations under the Order;
16.2 any claims for infringement of any letters patent, copyright, registered design, trade or service mark by reason of the use or sale of the Goods supplied (save where the same shall have been manufactured in accordance with specifications or design supplied by the Company) and against all losses, costs, damages, expenses and claims which the Company may incur, have to bear, or for which the Company may become liable as a result of such claims for infringement;
16.3 all claims in respect of royalties payable by the Supplier in respect of the Goods; and
16.4 all claims made against the Company arising out of the acts and omissions of the Supplier or its sub-contractors.
17.1 The Company shall be entitled without prejudice to any right or remedy accrued or accruing to the Company to cancel the Order in whole or in part upon the happening of the following events: –
17.1.1 the Supplier becomes bankrupt or unable to pay its debts as prescribed by Section 123 Insolvency Act 1986 or compounds with its creditors or a resolution is passed or proceedings commenced for administration or liquidation of the Supplier (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or a Receiver and Manager, Administrative Receiver or Administrator is appointed of all or any part of its assets or undertakings; or
17.1.2 the Supplier commits any breach of its obligations hereunder and fails to rectify such breach within seven days of receipt of written notice from the Company requiring remedy thereof.
17.2 Notwithstanding and without prejudice to the Company’s rights of termination or other rights hereunder the Company shall have the right to terminate the Order in whole or in part at any time by giving written notice to the Supplier whereupon all work on the Order shall be discontinued and the Company shall pay to the Supplier such portion of the contract price as may be fair and reasonable having regard to the value of the work done, services provided and Goods delivered under the Order. In such event as aforesaid no further sum or sums shall be due from the Company to the Supplier by virtue of such termination.
The Company may at any time make written changes within the general scope of its Order and the Supplier shall comply with such changes. If a change affects the time for or cost of performance, a mutually agreed equitable adjustment shall be made in delivery schedule purchase price or both. All claims for adjustment by the Supplier under this clause must be asserted in writing within thirty (30) days from date of notification of the change in default of which such claims shall be waived. Nothing herein shall excuse the Supplier from proceeding with the Order as changed.
All notices to be served upon the Supplier shall be deemed to be properly served if sent by post to the address given in the last written communication received from the Supplier and shall be deemed to have been received within the normal course of post.
No forbearance or indulgence by the Company shown or granted to the Supplier whatsoever in respect of these conditions or otherwise shall in any way affect or prejudice the rights of the Company hereunder or be taken as a waiver of any of these conditions.
21. SET OFF
Without prejudice to the Company’s other rights under these conditions the Company shall be entitled to set off against, deduct or withhold from any payment due to the Supplier under the Order or any other contract between the Supplier and the Company an amount (liquidated or unliquidated in nature) which the Company reasonably considers is due to it as a result of a breach of this contract or any other contract between the Supplier and the Company.
22. ENGLISH LAW
The contract made hereunder shall be governed by English Law and the Supplier hereby submits himself to the sole jurisdiction of the English Courts.