STOCKS TERMS AND CONDITIONS OF PURCHASE
These are the terms and conditions on which the Buyer (as defined below) shall purchase goods from the Supplier (as defined below) pursuant to any order placed by the Buyer on the Supplier and such terms and conditions shall apply to the exclusion of any other terms and conditions put forward by the Supplier or which are implied by trade, custom, practice or course of dealing. Each order so placed by the Buyer, together with these terms and conditions, shall constitute a “Contract” as referred to in these terms and conditions.
In these terms and conditions, a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
This order constitutes the offer of Stocks 2015 Ltd (co. number 09561548 and registered office at Unit 4, Caledonia Way, Stretford Motorway Estate, Manchester, M32 0ZH) (“the Buyer”) to the person or company to whom this order is sent (“the Supplier” or “Seller”) to purchase the goods and items of equipment which are the subject of this order (“the Goods”) and becomes a binding contract on the terms and conditions set forth herein when:
(a) it is accepted by the Supplier by notice in writing to the Buyer or the Supplier’s commencement of performance hereof; and
(b) the Buyer has confirmed such order after the Supplier has notified or indicated to the Buyer the Supplier’s intention or willingness to accept.
(a) Only orders issued by an authorised representative of the Buyer will be recognised as valid, unless otherwise confirmed in writing by an authorised signatory of the Buyer.
(b) In accepting any order for the Goods the Seller agrees that unless otherwise agreed in writing by an authorised signatory of the Buyer these conditions shall apply to the exclusion of any of the Seller’s terms and conditions or those implied by law, trade, or custom, or course of dealing. The Seller irrevocably agrees to waive any such excluded terms as may legally take precedence over the Buyer’s conditions.
The price of the Goods shall not be adjusted or increased without the written consent of the Buyer and if the cost of any adjustment or increase is included in the Supplier’s invoice for the Goods the Buyer shall be under no obligation to pay such cost.
(a) The Buyer shall be entitled to rely upon any statement, warranty or representation made by or behalf of the Supplier concerning the Goods and in particular but without limitation any statements made by an employee of the Supplier concerning the fitness for purpose of the Goods and the Supplier shall pay and discharge and indemnify the Buyer against all and any loss or damage incurred or suffered by it as a result of relying upon such statements.
(b) Save as aforementioned no representative or agent of the Buyer has authority to agree any terms or make representations inconsistent with these terms and conditions or to enter into any contract except on the basis of these terms and conditions alone.
(a) Each delivery must be accompanied by a delivery note from the Supplier giving details of the exact quantity and description of the Goods.
(i) Time of delivery shall be of the essence of the Contract and shall start to run from the date of acceptance by the Supplier of the order or the date on which the Supplier is placed in possession of such information as may be necessary to enable him to start work on the Goods whichever may be the later. In default the Buyer shall be entitled to reject Goods delivered late or to terminate the Contract in respect of goods undelivered and in respect of goods already delivered or any of them. This right of rejection and termination shall not prejudice or limit any claim for damages or the exercise of any other rights or remedies that the Buyer may have in respect of any breach of this clause.
(ii) Delivery in instalments shall be permitted only with the consent of the Buyer and such permission if given shall not entitle the Supplier to claim payment prior to completion of the Contract unless otherwise expressly agreed.
(iii) In the event that the Buyer is not able to accept delivery or installation when due the Supplier shall be responsible for arranging suitable storage at suitable premises of the Goods, advising the Buyer beforehand of the particulars of such proposed storage and the Supplier shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify the Buyer of such insurance cover.
(c) If owing to industrial disputes or any other cause outside the Supplier’s control the Supplier is unable to deliver the Goods within the specified time then provided that the Seller shall have given the Buyer notice in writing without delay of his intention to claim an extension of time the Buyer shall (at its sole option) grant to the Supplier such extension of time as may be reasonable or shall determine the Contract by notifying the Seller accordingly.
(d) If the Supplier is in the position of being able to supply some but not all of its customers the Buyer shall be given priority over all other of the Supplier’s customers.
(e) If the delivery is made before the delivery date specified in the order the Buyer may return the Goods to the Supplier at the Supplier’s risk and expense. In any event payment will be withheld and any settlement period will begin to run from the delivery date specified in the order or the date of receipt by the Buyer of a correct invoice, whichever is later.
6. DELIVERY NOTES
Each consignment of the Goods must be accompanied by a delivery note from the Supplier containing such particulars as may be required by the Buyer from time to time including the following:
(b) Delivery note number.
(c) Supplier’s name and address.
(d) The name and address of the company to which the Goods are being delivered.
(e) Quantity of cartons or pallets.
(f) Quantity of items per carton.
(g) Supplier’s part number and full descriptions of the Goods.
(h) Purchase Order number.
7. PASSING OF RISK AND PROPERTY
(a) Until delivered and accepted by the Buyer the Goods shall remain at the risk of the Supplier who shall insure the same against all risks which can be reasonably contemplated as affecting the Goods. Subject to the Buyer’s right of rejection, the property in the Goods shall pass to the Buyer upon delivery.
(b) Upon receipt of the Goods by the Buyer the delivery notes shall be signed as unchecked and any claims for shortages, damages, or loss incurred by the Buyer shall be met by the Supplier provided written notification is given to the Supplier by the Buyer within 10 working days of the date of delivery or of the date on which the relevant shortage, damage or loss becomes reasonably apparent to the Buyer, whichever is the later.
(a) No liability for payment will arise until receipt by the Buyer of the Goods and a valid invoice. Unless specified otherwise in the Buyer’s purchase order, the Buyer shall pay the price for the Goods within 30 days following the date of the Supplier’s invoice. The Buyer shall be entitled to set off against the sum shown to be due on any invoice all claims for breach of the terms of the Contract due from the Supplier and any other sums due from the Supplier to the Buyer in respect of any other contract or transaction between the Buyer and the Supplier whether in conjunction with other persons or not.
(b) No payment made by the Buyer shall imply acceptance of any Goods supplied and shall not in any way restrict any claims or rights the Buyer may otherwise have against the Supplier.
In the event that materials or parts specified by the Buyer are not likely to be available at the time required for fulfilment of the order or at such a time as will prevent the order from being fulfilled on time, the Supplier shall notify the Buyer as soon as reasonably practicable of such unavailability. No substitutes shall be used without the consent of the Buyer.
10. BUYER’S IDENTIFICATION
The Supplier agrees that any identification used by the Buyer including, without limitation, trade marks, trade names, logos or any markings or decorative styling shall be used only on articles supplied to the Buyer and the Supplier shall not have any other rights in respect of such identification.
The Supplier shall not, without the previous written consent of an authorised representative of the Buyer, advertise or, except through the performance of the Contract, make known to third parties the fact that the Supplier supplies goods to the Buyer.
The Supplier shall not assign or transfer the Contract or any rights or obligations under it whether by operation of law or otherwise without the prior written consent of the Buyer.
13. CANCELLATION AND VARIATION
(a) The Buyer shall have the right to cancel or vary its order or any part thereof at any time prior to delivery of the Goods and upon any such cancellation or variation the Buyer shall have no obligation or liability whatsoever to the Supplier.
(b) The Supplier shall not be entitled to cancel any order at any time after it has been accepted in accordance with clause 2(b).
The Buyer’s failure or delay to insist on strict performance of any terms or terms hereunder shall not constitute a waiver by the Buyer of any term hereof or of any default on the part of the Supplier. Any waiver by the Buyer of any breach or default on the part of the Supplier in complying with the terms hereof shall not constitute a waiver by the Buyer of any other subsequent breach of default by the Supplier.
(a) Any notice or other documentation to be given under the Contract shall be in writing and shall be deemed to have been duly given if left at or sent by;
(i) first class post or express or air mail or other fast postal service; or
(ii) facsimile or other electronic media to the address of the party appearing on the relevant order.
(b) All such notices and documents shall be in the English language. Any such notice or other documents shall be deemed to have been received by the addressee three working days following the date of despatch of the notice or other document by post or, where the notice or other document is given by facsimile or other electronic media, simultaneously with the transmission. To prove the giving of a notice or other document it shall be sufficient to show that it was dispatched.
16. PRODUCT LIABILITY
By its acceptance of this order the Supplier undertakes to indemnify the Buyer against any claims which may be made against the Buyer in respect of personal injury or damage to property which (whether actually or allegedly) may arise from any defect in the Goods supplied to the Buyer pursuant to an order and against any damages, costs, penalties or other expenses incurred in connection therewith.
(a) The Supplier warrants that the Goods will be of the nature, quantity, substance and quality specified in the Contract, of the best design material and workmanship and will be fit for any purpose for which they are designed or any purpose which is specified or may be reasonably inferred from the Contract or correspondence and dealings between the parties relating thereto. The Supplier further warrants that the Goods will comply in every respect with the provisions of all existing and future legislation of either England and Wales or EU origin and all regulations, statutory instruments, directions, orders, decisions or any other requirements made thereunder relating to the nature, quality, quantity, fitness for purpose or labelling of the Goods or otherwise applying to the Goods.
(b) In the event that any of the Goods are found on inspection by the Buyer not to comply with this clause they may be rejected by the Buyer (whether or not payment for them has been made to the Supplier). Upon such rejection the Buyer may at its option:
(i) return the Goods to the Supplier at the Supplier’s risk and expense for full reimbursement, credit or replacement; or
(ii) itself correct or repair them and shall be entitled to reimbursement from the Supplier in respect of the costs incurred.
(c) In the event of the continuing failure of the Supplier to provide Goods which conform with the Contract the Buyer may terminate the Contract.
(d) The Supplier expressly acknowledges that the above restrictions are considered by it to be reasonable in all the circumstances.
(a) Nothing in these conditions is expressly or impliedly intended to confer on any third party any right to enforce any of its provisions pursuant to the Contracts (Rights of Third Parties) Act 1999.
(b) Any provision of these conditions which is held invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions of the Contract.
18. GOVERNING LAW AND JURISDICTION
The contract resulting from this order shall be governed by the laws of England and Wales and any dispute or claim arising there from of whatsoever nature (including non-contractual disputes or claims), shall be subject to the exclusive jurisdiction of the courts of England.