JMC RECYCLING SYSTEMS LIMITED Terms and Conditions of Purchase
1. This order document constitutes a formal offer on behalf of JMC RECYCLING SYSTEMS LTD (the buyer) to purchase from the company or individual to whom it is addressed (the seller) goods and or services (together called the goods) as specified on the front of the under mentioned terms and conditions.
Acceptance of this order constitutes acceptance of these terms and conditions by the seller. Any delivery made or work started by the seller pursuant to this order shall constitute acceptance of this order.
The seller accepts that these terms and conditions shall govern relations between himself and the buyer to the exclusion of any other terms even if contained in any of the seller’s documents, which purport to provide that the seller’s own terms shall prevail. No variation or qualification of these conditions shall be valid unless agreed in writing by the buyer. Any action on the part of the buyer in variance with these terms and conditions shall not be a waiver thereof and the buyer shall continue to be entitled to rely upon all these terms and conditions.
The buyer shall be entitled to rely on any statement, warranty, or representation made by any employee or agent of the seller.
Prices as stated on this order shall remain fixed until the delivery of all goods which are the subject of this order in accordance with these terms and conditions.
Delivery shall be at the seller’s expense (unless otherwise agreed) at or within the time or times and at the place specified. Time shall be of the essence of the contract. In the event of early delivery the buyer may at his option either return the goods for redelivery at the correct time or accept the goods and treat them as being delivered for the purposes of payment on the date originally specified for delivery.
The buyer reserves the right to suspend, delay or cancel deliveries without cost to the buyer in the case of any event howsoever caused beyond the control of the buyer, which prevents the buyer using the goods specified in this order within a reasonable period of time. The weight and size of bundles, pallets etc., shall not exceed that specified on the order unless otherwise stated by the seller on the seller’s acknowledgement of order. All cartons and other packaging will be free and non-returnable. All chargeable packaging will be returned at the seller’s expense. All deliveries must be clearly marked with the buyer’s order reference number and all cartons must contain standard quantities per carton or as per the buyer’s specifications. All goods are to be delivered by one single delivery, unless otherwise agreed between the buyer and the seller. If goods are delivered by instalments the contract is to be treated as a single contract and not a separate contract for each delivery.
The seller shall be responsible for any loss or deterioration of or damage to the goods until delivery to the buyer.
All goods shall be in accordance with the buyer’s specifications and will in any event comply with any standard, safety code or government legislation in existence with respect to the class of goods supplied. Certificates of conformity, chemical analysis and or physical properties and or any other certificate as required by the buyer shall be made available on request. The seller warrants that whether or not the seller has manufactured the goods, they are free from all defects of materials and workmanship, that they correspond to the sample, description, or the buyer’s specifications, that they are of merchantable quality, and fit for the purpose for which they were bought. The buyer shall notify the seller immediately of any such defect as aforesaid and the seller shall with all possible speed at the buyer’s option replace or repair the defective goods or part or item specified by the buyer, free of all costs and expenses to the buyer or the principal. The seller shall also reimburse to the buyer or the principal all costs and expenses incurred by the buyer or the principal in respect of or in connection with any such replacement or repair or as a result or in consequence of a defect as aforesaid.
6. Packing Materials
The goods are to be suitably packed to withstand normal freight handling and to withstand periods of storage. If the goods or any part thereof are damaged due to faulty or inadequate packing the damaged goods or parts thereof shall be repaired or replaced at the expense of the seller whether or not delivery has been accepted.
7. Modifications or Variations
The buyer may by notice in writing, before delivery of the goods, require the seller to carry out any modification or variation to the goods including the processes or methods of manufacture applied thereto, subject only to the parties agreeing the costs of and the time for carrying out such modifications or variation.
Goods supplied against this order may be subject to preliminary inspection at the seller’s premises. Such preliminary inspection shall in no way prejudice the buyer’s right of examination or rejection after delivery.
The buyer may at any time within a reasonable period after delivery, by notice in writing to the seller, reject all or any of the goods delivered if these terms and conditions are not complied in all respects. No act done by the buyer in relation to the goods before expiration of a reasonable period shall be deemed to constitute an acceptance of the goods by the buyer. As from the issue of the notice of rejection, the goods shall be at the sole risk and expense of the seller who shall forthwith at its own expense arrange for the removal of the goods from the buyer’s premises. The buyer shall have the option to decide whether replacements for the goods so rejected are required.
Absolute title in the goods supplied shall pass to the buyer on receipt at the address specified on the order or on collection from the seller’s premises. The seller shall indemnify the buyer from any third party claim to any interest in the goods howsoever it arises.
All risks of loss of or damage to the goods shall remain in the seller until receipt of the buyer at the address specified on the order or on collection by the buyer from the seller’s premises.
If the seller suffers any distress or execution to be levied against it, or makes or proposes to make any arrangements with its creditors, or goes into liquidation other than a members voluntary liquidation then any of the goods or part thereof which have been paid for shall become the sole property of the buyer forthwith.
11. Patent and other rights
The seller shall fully indemnify the buyer against any action, claim or demand, cost or expense, arising from or incurred by reason of any infringement or alleged infringement of any Letters Patent, Registered Design, Trade Mark or Name, Copyright or other protected right in respect of the goods or any arrangement, system or method of using, fixing or working the goods authorised or recommended by the seller. In the event of any action being brought or any claim or demand being made against the buyer on account of any such matter aforesaid, the seller shall immediately be notified thereof and it shall at its own expense fully co-operate with the buyer and shall do all that it will reasonably require to assist in the defence in such action or to resist such claims or demand. The buyer will not settle any such action or satisfy or compromise any such claim or demand without the consent in writing of the seller, such consent not to be unreasonably withheld.
12. Buyer’s Materials and Specifications
The seller shall bear all risk of loss or damage to all patterns, dies, moulds, gauges or other instruments, original designs, drawings, other articles, free issue materials or any materials whatsoever supplied by the buyer in connection with the contract or for incorporation in the goods to be delivered there under and without prejudice to the buyer’s other rights, the buyer may call upon the seller to replace or reinstate any item suffering such loss or damage. The property in the aforesaid articles or materials shall not pass to the seller which shall keep the articles or materials for the buyer and shall return them forthwith on demand by the buyer, Where materials supplied by the buyer are incorporated in goods which are rejected by the buyer, the seller shall reimburse the cost of such materials to the buyer. None of the said materials, shall be used by the seller for any purpose other than the supply of goods to the buyer or parted with or disclosed to any third party not specifically authorised in writing by the buyer.
Where dies, tools, patterns etc. are commissioned on a full tool cost they must be clearly identified as the property of the buyer.
Where dies, tools, patterns etc. are commissioned on a part tool cost basis the seller grants the buyer the unconditional option to purchase such items for a figure not exceeding 25% of their original invoiced cost upon a receiver being appointed over any of the assets or the undertaking of the seller or a winding-up order being made against the seller or the seller going Into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or calling a meeting of or making any arrangement or composition with creditors or committing any act of bankruptcy.
13. Health and Safety at Work Etc. Act 1974
The seller shall supply goods to the buyer with adequate information and instructions to enable the buyer to comply with its obligations under Section 6(1)(c) of the Health and Safety a
at Work Etc. Act 1974. The seller shall comply in every respect with the requirements of the said Act.
The seller shall indemnify the buyer in respect of all loss, damage or injury whatsoever involving any person or property and against any action, claim, demand, costs, charges or expenses arising in connection therewith, to the extent that the same shall have been caused or contributed to by any breach by the seller of its obligations under these terms and conditions or by the negligence of the seller, its directors, employees or agents.
15. Seller’s Default
If the seller shall fail or neglect to execute this order with all due diligence and expedition, or shall refuse or neglect to comply with the instructions given to it in writing by the buyer in connection with this order, or shall contravene any of the provisions or conditions of this order, the buyer may give notice in writing to the seller requesting it to make good such failure, neglect, refusal or contravention. In the event of the seller failing to comply with such request within such time as may in the opinion of the buyer be reasonably necessary, having regard to all circumstances, the buyer shall be at liberty forthwith to execute such part of this order as the seller may have failed, or refused to execute, or, if the buyer shall think fit, to take this order totally or in part out of the sellers hands and place a further order for the goods with any other person, firm or company and in either case to recover from the seller any financial loss incurred thereby. Any balance of the purchase price that may be otherwise due on this order or such part of this price as may be necessary, may be retained and applied to the payment of the cost of the said further order. In the event of the said balance or part thereof being insufficient to meet the cost of the said further order the seller shall pay any such difference on demand.
Without prejudice to any of the terms or conditions herein contained, the buyer may for any reason whatsoever by notice in writing to the seller and with immediate effect cancel this order or any part thereof in the event of a cancellation as aforesaid (a) the seller shall use its best endeavours to effect the cancellation of orders and the termination of contracts which it may have placed with order, and (b) the seller shall receive payment for all materials used and work executed by its pursuant to this order but unpaid for at the date of such cancellation. The seller shall upon receiving notice of cancellation as aforesaid notify the buyer within a reasonable time of the amounts unpaid as aforementioned. These amounts shall be agreed in writing between the buyer and the seller and shall be paid to the seller within thirty days from the date of such agreement. Upon payment of the amounts agreed as aforesaid all materials and work to which these amounts relate shall immediately become the property of the buyer.
All costs, damages or expenses for which the Supplier Is liable to the buyer or the principal may be deducted from any monies due or becoming due to the seller, or may be recovered by action at law or otherwise from the seller.
18. Assignment and Sub-letting
The seller shall not assign, subcontract, transfer or otherwise make over the contract, or any part thereof.
19. English law
The contract resulting from the acceptance of this offer shall be deemed to be a contract made in England and shall in all respects be governed by and construed in accordance with English law.
JMC Recycling Systems Ltd, Harrimans Lane, Dunkirk, Nottingham, NG7 2SD. Tel 0115 940 9630, Fax 0115 9791478, Email firstname.lastname@example.org Web www.jmcrecycling.com