“The Buyer” means Dodson & Horrell (Holdings) Limited (CRN 00355559), Dodson and Horrell Ltd (CRN 2098720) or Concept Complete Service Limited (CRN 03352835), whose registered offices are at Kettering Road, Islip, Kettering, Northamptonshire NN14 3JW. “Contract” means the contract for the sale and purchase of Goods and the supply and acquisition of the Services. “Delivery Address” means the address stated on the Order. “Goods” means the goods (including any instalment of goods or any part of them) described in the Order. “Order” means the purchase order or Purchase Contract placed by the Buyer Ltd, for the supply of Goods or Services to which these Terms are annexed. “Price” means the price of the Goods and/or the charge for the Services. “Seller/Supplier” means the person, firm or Company to whom the Order is addressed. “Services” means the services (if any) described in the Order. “Specification” means any data or other information relating to the Goods or Services. “Terms” means the standard terms of purchase set out in the document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Buyer and the Seller/Supplier. “Writing” and any similar expression includes facsimile transmission and electronic mail but not text messages.
2. THE CONTRACT
2.1 The Order constitutes an offer by the Buyer to purchase the Goods and/or acquire the Services subject to these Terms.
2.2 These Terms shall apply to the Contract to the exclusion of any other terms on which any quotation has been given to the Buyer or subject to which the Order is accepted or purported to be accepted by the Seller.
2.3 No variation to the Order or these Terms shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
3.1 The quantity, quality and description of the Goods and the Services shall, subject as provided in these Terms, be as specified in the Order and/or in any applicable Specification supplied by the Buyer to the Seller or agreed in Writing by the Buyer.
4.1 Goods shall be delivered to, and Services shall be performed at, the Delivery Address on the date or within the period stated in the Order, in either case during the Buyer’s usual business hours.
4.2 Where the date of delivery of the Goods or of performance of the Services is to be specified after placing the Order, the Seller/Supplier shall give the Buyer reasonable notice of the specified date.
4.3 The time of delivery of the Goods and performance of the Services is of the essence of the Contract.
4.4 Delivery shall be completed in respect of the Goods, when the Goods have been unloaded at the Delivery Address and such delivery has receipted in writing by a duly authorised agent, employee or representative of the Buyer.
4.5 The Buyer may reject any Goods delivered not in accordance with the Contract, and shall not be deemed to have accepted any Goods until the Buyer has had reasonable time after any latent defect in the Goods has become apparent .
4.6 If the Goods or Services (or any part thereof) are not delivered in accordance with these Terms, the Seller/Supplier shall be responsible for all additional expenses and charges incurred in delivering them in accordance with these Terms, or as subsequently advised in writing by The Buyer.
4.7 The quantity specified in the Order may not be changed without The Buyer’s prior written consent. In respect of delivery of Goods, part deliveries may be rejected unless The Buyer has previously agreed in writing to accept such deliveries. Quantities delivered in excess of those stated on the Order or prior to the delivery date may not be accepted.
4.8 Unless otherwise stated in the Order, the Seller/Supplier is responsible for obtaining all export and import licences, consents and permits for any Goods and shall be responsible for any delays due to such licences, consents and permits not being available when required.
4.9 Unless agreed in writing by the parties, the Seller/Supplier shall provide at its own expense all staff, equipment, tools, appliances, materials or items required for the provision of any Services.
4.10 Where the Order specifies that the Goods are to be delivered or the Services performed by instalments or in stages these Terms will be construed as a single contract in respect of each instalment or stage, as the case may be. Failure by the Seller/Supplier to deliver any one instalment shall allow the Buyer at its option to treat the Order in its entirety as repudiated depending upon the circumstances of the non-delivery, such option not to be unreasonably invoked.
4.11 The Seller/Supplier shall immediately notify the Buyer of any likely delay in delivery, dispatch, provision or completion of the Goods and /or Services and, without prejudice to any other right, the Buyer shall be entitled to cancel the Order if such apprehended delay is likely to jeopardise the purpose of the Order.
4.12 The Seller/Supplier shall provide information relating to the performance of the Services and/or any deliverables in a format, medium and at times specified by the Buyer. At all times in the performance of the Services, the Seller/Supplier will cooperate fully with any other service suppliers appointed by the Buyer in connection with the provision of other services at the Location.
4.13 The Buyer shall not be obliged to return to the Seller/Suppler any packaging or packing materials for the Goods, whether or not any Goods are accepted by the Buyer.
4.14 If the Goods are not delivered or the Services are not performed on the due date then, without limiting any other remedy, the Buyer shall be entitled to deduct from the Price or (if the Buyer has paid the Price) to claim from the Seller by way of liquidated damage for delay 5 per cent of the Price for every week’s delay, up to a maximum of 50 per cent.
5. PROPERTY AND RISK
5.1 Unless otherwise applicable under the specified Incoterms property and any risk in any Goods shall pass to the Buyer when such Goods have been delivered to the Buyer’s satisfaction and in accordance with these Terms.
5.2 Any products, machinery or tools which the Seller/Supplier may construct or acquire specifically in connection with the Goods or Services will remain the property of the Supplier unless it is agreed in writing that the property of such products, machinery or tools will be transferred to the Buyer upon payment by the Buyer of a charge.
6. PRICE AND TERMS OF PAYMENT
6.1 The Price of the Goods and Services shall be as stated in the Order and, unless otherwise so stated, shall be:
6.1.1 exclusive of any applicable value added tax (which shall be payable by the Buyer subject to receipt of a VAT invoice); and:
6.1.2 inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to Delivery Address and any duties, imposts or levies other than value added tax.
6.2 No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Buyer in Writing.
6.3 The Buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Seller/Supplier, whether or not shown on its own terms of sale.
6.4 Unless otherwise agreed between the parties in Writing an invoice shall not be rendered by the Seller/Supplier until completion of delivery of all the Goods which are the subject of the Order. Where the parties agree delivery by instalments, the Supplier may render an invoice for each delivered instalment.
6.5 All invoices (whether for Goods or Services) from Seller/Suppliers in other EU member states must display the Buyer’s VAT registration number which is shown on the Order. Where the Buyer is required to provide Intrastat returns, further information relating to the invoices may be requested and the Seller/Supplier undertakes to supply replies to the same.
6.6 The invoice must consist of the following data so that the invoice can be processed promptly; a) Invoice date/tax point b) Seller/Supplier name and address c) Seller/Supplier bank details d) Item description and/or vendor part number e) Quantities per item f) Net price per item g) VAT h) Gross amount per item i) Buyer/s Order number j) Vat Registration Number (if applicable) k) Alternative payee details (if applicable) and all invoices should be addressed to The Buyer, Kettering Road, Islip, Kettering, Northamptonshire NN14 3JW.
6.7 The Buyer shall be entitled to deduct from any monies due or to become due to the Seller/Supplier any monies owing to the Buyer from the Seller Supplier.
6.8 The Buyer shall not be responsible for the payment of any charges in relation to i) goods or services supplied in excess of the Goods and/or Services required by the Order or ii) any variation of the Order, unless agreed to in writing pursuant to a further Order.
7.1 Unless otherwise agreed in writing by the Buyer and the Seller/Supplier:
7.1.1 a delivery note must accompany each delivery of any Goods.
7.1.2 an invoice must be rendered on the Sellers/Supplier’s own invoice form and delivered/emailed to the invoice address shown on the Order and
7.1.3 all delivery notes must be clearly marked with the Buyer’s order number, name and address of the Buyer, description of the Goods and/or Services.
7.2 The Buyer will not, unless it has been agreed in writing to do so, accept liability in respect of any invoice or delivery note which does not apply with Terms 6.6 and 7.1or which is not received by the Buyer at the address shown on the Order.
8.1 All packaging must comply with all relevant legislative requirements, including those pertaining to environmental, occupational health and safety standards.
8.2 Any Goods shall be securely packed in trade packages of a type normally used by the Seller/Supplier for commercial deliveries of the same or similar goods in either retail or in bulk quantities within the United Kingdom (UK). The Buyer is not liable, unless otherwise agreed in writing, for any packaging (or the return of packaging). Unless otherwise agreed in Writing pallets must be to UK size.
8.3 The Seller/Supplier shall collect without charge any returnable containers (including pallets) unless otherwise instructed by the Buyer. Empty containers not so removed may be returned by the Buyer at the Seller/Supplier’s expense or otherwise disposed of at the Buyer’s discretion.
8.4 Goods shall be marked in accordance with the Buyer’s instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.
9. QUALITY AND SUPPLIERS CODE OF CONDUCT
9.1 The Goods and/or Services shall be supplied strictly in accordance with the Specification and/or any sample previously provided to the Buyer or as agreed with the Buyer in Writing and, unless otherwise agreed in Writing shall conform to all relevant standards, specifications and conditions.
9.2 Any Goods must be supplied with adequate instructions as to use and use-by-date, be fit for the purpose for which they are intended, of satisfactory quality and free from defects in design, material and workmanship.
9.3 The Seller/Supplier shall in providing any Services exercise that degree of speed, skill, care, skill, diligence and foresight which would reasonable and ordinarily be expected from a skilled and experienced service provider engaged in the provision of services similar to the Services under the same or similar circumstances as those applicable to these Terms which are in accordance with any codes of practice published by relevant trade associations.
9.4 All Sellers/Suppliers shall comply with the Buyer’s Supplier Code of Conduct which includes a prohibition on the use of forced labour, child labour and physically abusive disciplinarily practices by any Seller/Suppliers.
9.5 Sellers/Suppliers will complete on request the Buyer’s periodic Supplier Questionnaires and the Buyer shall be entitled to terminate in accordance with these Terms any Contract where unsatisfactory replies or no replies to the Supplier Questionnaire are received to any request to complete a Suppliers Questionnaire.
9.6 The Seller/Supplier will indemnify and keep indemnified the Buyer against any damage to its property (including any materials, tools or patterns sent to the Supplier for any purpose) and against any claims for loss, expense or injury to or of any person or to the property of any person which results during or after proper use, directly or indirectly, from defective materials, Goods, Services, workmanship or design used or supplied by the Supplier or by reason of the Supplier’s negligence or act of omission on the part of the Supplier’s employees, subcontractors, assignees, representatives or agents arising out of the execution of the Order.
9.7 The Seller/Supplier agrees to assign to the Buyer upon request the benefit of any warranty, guarantee or similar right which it has against any third party manufacturer or supplier of any Goods or Services or, any part thereof.
9.8 The Buyer’s rights under these Terms and Conditions are in addition to the statutory conditions, warranties and terms implied in favour of the Buyer by statute and any statutory re-enactment(s) or modifications thereof.
9.9 The Buyer (or a duly appointed representative or agent of the Buyer) shall be entitled to inspect and/or test any Goods and/or conduct an audit of the Seller’s/Supplier’s operations, facilities and policies to ensure such comply with all quality, supplier code of conduct, health and safety, employment and environmental regulations at any reasonable time at the Seller/Supplier’s premises or at the premises of any subcontractors or assignees. If so requested by the Buyer, the Seller/Supplier will provide adequate notice of any relevant works tests carried out in in order to produce the Goods which the Buyer shall be entitled to attend. The Seller/Supplier will provide the Buyer with any test certificates as it may reasonably require to prove that Goods meet the Specification. Any inspections do not relieve the Seller/Supplier of any liability nor do they imply acceptance of any Goods.
9.10 The Buyer shall ascertain from time to time or as specified in the Order whether the Supplier’s provision of the Goods or Services, as the case may be, meets any performance criteria in the Specification or, if criteria are not so specified, meets the standards of a professional supplier of the Goods or Services, as the case may be, and if not, the Seller/Supplier shall at the request of the Buyer, undertake the relevant actions to meet such performance criteria.
10.1 In the case of Goods or Services found to be defective or inferior in quality to or differing in form or material from the Specification, or not complying with any term, whether expressed or implied of these Terms (the ”Defective Goods or Services”) the Buyer may, at its discretion:
10.1.1 cancel the Order
10.1.2 require the Seller/Supplier, as soon as reasonably practicable, either to repair or replace the Defective Goods or Services (at the Seller/Supplier’s cost) or, refund to the Buyer the Price in respect of the Defective Goods or Services. Any repairs, replacements or refunds shall themselves be subject to these Terms
10.1.3 in the case of defective delivery, require the Supplier to promptly reimburse the Buyer in respect of any cost including but not limited to freight, clearance, duty and storage charges incurred by the Buyer and/or
10.1.4 purchase goods or services of the same or similar description to the Goods or Services elsewhere and recover from the Seller/Supplier the amount by which the cost of purchasing such other goods or services exceeds the amount that would have been payable to the Seller/Supplier in respect of the Goods or Services replaced, provided that the Buyer uses all reasonable endeavours to mitigate its losses in this respect.
10.2 In the event of a rejection or cancellation of the Order as a result of Defective Goods or Services the Buyer shall notify the Seller/Supplier in writing, and the payment obligation in relation to any such defective Goods or Services shall be terminated forthwith. For the avoidance of doubt, if payment has already been made to the Seller/Supplier, the Seller. Supplier shall refund all sums paid by the Buyer to the Buyer for the rejected goods and/or services.
10.3 The whole of any delivery may be rejected if a reasonable sample of any Goods taken indiscriminately from that delivery is found not to conform in every material respect to the requirements of these Terms.
10.4 The Buyer’s right of rejection shall continue irrespective of whether the Buyer has in law accepted the Goods and/or Services.
11.1 In performing any Services, the Seller/Supplier shall operate as, and have the status of an independent contractor and shall not (and neither shall any of its employees, agents, representatives or sub-contractors) operate or have the status of agent, employee or representative of the Buyer.
11.2 The Seller/Supplier undertakes to comply with and to ensure that all of its employees, agents, representatives and sub-contractors (“Personnel”) comply with all relevant legislation, regulations, codes of practice, guidance notes and other requirements of any relevant government, or governmental agency, safety and security standards and site procedures and codes of the Buyer, any reasonable instructions and guidelines issued by the Buyer from time to time.
11.3 The Seller/Supplier undertakes to ensure that all of the Personnel will be appropriately qualified and experienced to undertake their tasks and will use professional skill and care of the highest standards applicable in the relevant industry in the provision of Services which will be supplied in a professional and competent manner and will be supervised if applicable. The Seller/Supplier shall at the reasonable request of the Buyer immediately (and without any compensation being payable to the Supplier) replace any of its Personnel with another employee of no less status, knowledge or experience and approved by the Buyer.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 The Supplier shall, at its expense, defend any actions arising from infringements or alleged infringements of its right in or to exploit or licence any right or interest of any kind arising out of or granted or created in respect of any and all patents, trademarks, service marks, domain names, registered designs, inventions, know-how, confidential information, unregistered trademarks and service marks, trade and business names, unregistered design rights and other rights in designs and rights in databases, subsisting anywhere in the world or rights of the same or similar effect or nature as or to those above, in each case , in any jurisdiction (“Intellectual Property Rights”) in connection with Goods and/or Services and the Supplier undertakes to indemnify and keep indemnified the Buyer against any costs, claims, proceedings, expenses and demands arising from the use, application, supply or delivery of any process, article, matter or thing supplied under these Terms that would constitute or is alleged to constitute any infringement of any person’s Intellectual Property Rights.
12.2 Any Specification supplied by the Buyer to the Seller/Supplier, or specifically produced by the Seller/Supplier for the Buyer, in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in the Specification, shall be the exclusive property of the Buyer, and the Seller/Supplier assigns with full title guarantee to the Buyer all such copyright, design rights and other intellectual property for no further consideration, subject only to the payment of the Price.
13.1 In respect of any Specification or other confidential information it may receive from the other party, each party undertakes to keep secret and strictly confidential and not disclose any such confidential information to any third party, without the prior written consent of the party disclosing it.
14. DATA PROTECTION
14.1 The Seller/Supplier shall comply with the Data Protection Act 1998 and any other applicable data protection legislation. Both parties agree to use all reasonable efforts to assist each other to comply with the Data Protection act 1998.
15. HEALTH AND SAFETY
15.1 The Seller/Supplier will provide applicable health and safety and hazard information such as material safety data sheets and will inform the Buyer of all regulations and guidance (statutory or otherwise) which the Seller/Supplier knows or believes to be associated with any Goods and/or Services and any combination of any Goods and/or Services with another product.
15.2 The Seller/Supplier will indemnify the Buyer against all liability and loss related to any third party claim which arises from the Supplier’s or the Supplier’s sub-contractors actions resulting in the alleged release of any waste, hazardous substance or other pollutant or any breach of Health and Safety legislation.
16. COMPUTER HARDWARE/SOFTWARE
16.1 The Seller/Supplier warrants that all computer hardware or software supplied by the Seller/Supplier to the Buyer is: i) free from defects and/or disabling codes and has been duly tested to ensure that there are no hidden defects or disabling codes and is subject to recognised and appropriate release procedures including the latest version of proprietary virus detection software package approved by the Buyer and the Supplier shall procure that corresponding obligations are imposed on its sub-contractors and agents.
16.1.1 will comply and function substantially in accordance with its related user documentation.
16.1.2 the Seller/Supplier shall indemnify, keep indemnified and hold the Buyer harmless against any and all losses, damages, costs, claims, proceedings or expenses sustained or incurred directly or indirectly by the Buyer as a result of the Seller/Supplier’s breach of the above warranties.
17. ASSIGNMENT AND SUB-CONTRACTORS
17.1 The Seller/Supplier shall not assign the Order or sub-contract the production or supply of any Goods and/or Services without prior written consent of the Buyer. Where such consent is given, it will be conditional upon such assignee or sub-contractor accepting these Terms.
18. LIABILITY AND INSURANCE
18.1 The Seller/Supplier shall indemnify and keep indemnified the Buyer against any liabilities, losses or expenses incurred by the Buyer howsoever arising from any breach by the Seller/Supplier of any of its obligations hereunder or of any statutory duty or from any act or omission of the Seller/Supplier’s employees, agents or sub-contractors.
18.2 The Seller/Supplier shall have in force and maintain adequate insurance with a reputable insurance company in respect of its liabilities under these Terms including (but not limited to) adequate employers liability, public liability, product and professional indemnity. The Buyer reserves the right to request details of any insurance policy any decision on the adequacy of cover shall be at the sole discretion of the Buyer. The Seller/Supplier agrees that any monies received by the Seller/Supplier from the insurance company in full or part settlement of a claim arising out of these Terms and paid by or due to the Buyer shall be paid immediately to the Buyer without offset or counterclaim. PLEASE NOTE: that levels of indemnity may be reviewed for specific contracts and in some cases an increased level will be required. Any such level to be agreed in writing by both parties.
18.3 In respect of all third party public and products liability insurance, the Seller/Supplier shall procure that all policies will include an indemnity to principals clause under which the Buyer shall be indemnified in respect of claims made against the Buyer arising from the death or bodily injury or third party damage and for which the insured is legally liable in the provision of the goods/services or in connection with the Contract.
18.4 The Seller/Supplier shall provide within 7 days of a written request by the Buyer produce all evidence of insurance, together with details of all conditions, warranties, extensions and exclusions.
19.1 The Buyer is entitled to cancel the Order (or any part of it) immediately by notice to the Seller/Supplier and to reimbursement in respect of the Price (or the appropriate part thereof) and all loss and/or expense (which shall include all reasonable costs of the Buyer for the time spent by its employees, agents or representatives) in cancelling the Order and making alternative arrangements for the provision of Goods and/or Services suffered as a direct or indirect result of:
19.1.1 the failure of the Seller/Supplier to deliver any Goods and/or Services in accordance with these Terms
19.1.2 the Order may be cancelled at any time by the Buyer for any reason whatsoever prior to delivery, by giving the Seller/Supplier 10 days’ notice in writing.
19.1.3 in the event of any strike, lockout, fire, explosion or accident or any stoppage of the Seller/Supplier’s business or work beyond its control which may prevent or hinder the use of or delivery of any Goods and/or Services, the payment of such may be suspended or postponed at the Buyer’s option until the circumstances preventing or hindering the use of or delivery of any Goods and/or Services has ceased. If such prevention or hindrance continues for more than 90 days the Buyer shall be entitled to cancel the Order.
19.1.4 bankruptcy or liquidation. If the Supplier shall have a Receiver appointed of the whole or any part of its assets or if an order is made or a resolution is passed for winding up the Supplier's business then unless such order or resolution is part of a scheme or reconstruction The Buyer shall be at liberty: a)to cancel the Order summarily by notice in writing without compensation to the Seller or b) to give such Receiver or Liquidator or other person the option of carrying out the contract on the same terms as the original Order/Contract between The Buyer and the Supplier.
20. GOVERNING LAW
These Terms shall be governed and construed according to English Law and the parties hereby submit to the jurisdiction of the English Courts.