1.1 In these terms and conditions ("the Conditions"):
"the Company" means Airedale International Air Conditioning Limited;
"Contract" means the contract for the sale of Goods and/or Services by the Supplier to the Company;
"the Employer" means the company firm or person (if any) with whom the Company has entered into or is contemplating entering into a contract in the fulfilment of which the Company intends to utilise the Goods or Services described in the order;
"Order" means the order placed by the Company for Goods and/or Services;
"the Price" means the price for the Goods;
"Goods" means the items described in the Order;
"Services" means the work described in the Order;
"Supplier" means the recipient of any Order and includes any contractors supplying services to the Company pursuant to any such Order.
2.1 The Contract shall be formed by the Supplier's acceptance in writing of the Order or by the actual execution of the Order.
2.2 Acceptance of the Order will be deemed to bind the Supplier to these Conditions.
2.3 The Company shall not be liable for any orders or amendments thereto other than those issued or confirmed on the Company's official printed order form duly signed on the Company's behalf.
2.4 In the event of any conflict between these Conditions and any terms and conditions of business of the Supplier, these Conditions shall prevail.
2.5 Payment on this order prior to final inspection and test shall not constitute acceptance of the goods and Supplier shall remain liable for any latent defects.
3.1 The Company may cancel the Order or any un-executed part of it by giving the Supplier notice in writing to that effect at any time.
3.2 In the event of cancellation, the Company shall be liable to pay to the Supplier the Price in respect of any Goods delivered but not paid for or completed but not delivered (provided such Goods comply with Condition 7) together with the Supplier's reasonable cost of any work in progress in relation to the Goods at the date of cancellation, but save as aforesaid the Company shall not be liable for any loss to the Supplier including consequential loss.
3.3 If cancellation arises from the Supplier's late delivery, then the Company shall be free to re-order the Goods/Services (or the balance thereof as the case may be) and the Supplier shall be liable to the Company for any extra cost incurred by the Company.
4.1 The Price shall be as stated in the Order and shall be a fixed price calculated in the currency specified in the Order inclusive of delivery and all charges for packaging, packing, shipping, carriage, insurance and delivery and any duties, imposts, and levies other than VAT, which shall be payable by the Company subject to receipt of a VAT invoice in accordance with Condition 4.3.
4.2 No variation in the Price will be binding on the Company unless agreed in writing signed by a duly authorised representative of the Company.
4.3 The Supplier's invoice must quote the Company's order number, date of supply and a description of the Goods or Services delivered or supplied together with the Supplier's VAT registration number. If more than one invoice is to be rendered in connection with the Order then this fact must be clearly stated on the Supplier's first invoice.
4.4 Any period of credit agreed between the Company and the Supplier will run from the date of receipt by the Company of the invoice, the invoice date or the date of acceptance on delivery whichever is the later, provided that where by arrangement between the parties the Company accepts delivery of any Goods on a date earlier than the contractual date for delivery the period of credit shall run from the date upon which the Goods would have been delivered.
4.5 Payment shall be made in the currency specified in the Order unless otherwise agreed in writing.
4.6 Any part payment on account of the Price paid by the Company to the Supplier prior to delivery shall be deemed to be held on trust for the benefit of the Company until satisfactory completion of the Contract.
4.7 The Company shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Supplier, whether or not shown on the Supplier's terms and conditions.
4.8 The Company shall be entitled to set-off against the Price any sum owed to the Company by the Supplier.
5.1 In the event of the Company's contract with the Employer being cancelled, delayed, interrupted or otherwise restricted by force majeure, lock-out, strikes or work to rule or any other cause whatsoever beyond the control of the Company then the Company shall be at liberty to defer the date of delivery or to cancel or modify the Order or any undelivered part thereof without any liability whatsoever being imposed on the Company except in accordance with Condition 3.2.
5.2 The Company shall not be liable for the cost of or the expense of returning any casks, packages, pallets or containers of any description and insofar as any are delivered with the Goods, they may be disposed of by the Company as it sees fit including the return of the same to the Supplier at the Supplier's expense and risk.
5.3 All Goods supplied to the Company shall be packed by the Supplier and delivered carriage paid and must bear the Company's order number on the packages delivered.
5.4 In relation to any Goods which are subject to COSHH (Care of Substances Hazardous to Health) Regulations, the Supplier must deliver to the Company a COSHH document, together with a manufacturers safety data sheet (MSDS) to the correct CHIP95 standard, before such Goods are delivered.
5.5 The Supplier shall be responsible for the cost of unloading any materials at the point of delivery and of handling the same at points in transit to the point of delivery.
5.6 All Goods shall be delivered to the Company's works or such other place as is specified in the Order or which is notified to the Supplier prior to delivery.
5.7 Any signature given by any employee or agent of the Company purporting to be a receipt for Goods referred to in a delivery note shall be that persons best estimate only of the identity or quantity of the Goods delivered. The Company reserves all its rights in the event that subsequent investigation reveals that the Goods delivered were not as stated.
5.8 Delivery of goods shall be made by the most economical, appropriate means. The Compant has the right to instruct Supplier on the most appropriate means of delivery.
6.1 All risk in any Goods supplied to the Company shall remain with the Supplier until delivery thereof has been accepted by the Company.
6.2 Property in the Goods shall pass to the Company upon delivery, unless payment for the Goods is made prior to delivery, when it shall pass to the Company once payment has been made.
7.1 All Goods and Services shall be of the highest quality of materials and workmanship of satisfactory quality free from all defects and fit for the Company's purpose and shall in all respects comply with any purchasing specifications contained or referred to in the Order.
7.2 The materials to be used in the performance of the contract by the Supplier shall be subject to the Company's prior approval in writing and shall conform in all respects with the specifications as to quantity, quality, standards and description and the Supplier shall so far as possible comply with ISO9000 or higher.
7.3 If drawings, samples or patterns are supplied (whether by the Company or by the Supplier prior to or with the Order), then the Goods/Services shall, as a fundamental term of the Contract hereof, and notwithstanding any term or condition to the contrary conform in every respect with such drawings, samples or patterns.
7.4 The Supplier must ensure that any Goods supplied hereunder may be used without risk to health or safety and that any possible dangers in connection therewith are clearly expressed on conspicuous labels or notices attached thereto or to the packaging in which such Goods are supplied.
7.5 The Supplier shall comply with all applicable regulations or other legal requirements concerning the manufacturing, packaging, packing and delivery of the Goods and the performance of the Services.
7.6 The Supplier shall ensure that the Goods are properly packed in accordance with Condition 7.5 and secured so as to reach their destination in an undamaged condition in the ordinary course.
7.7 The Supplier will comply with all statutory requirements and regulations relating to the sale of goods and/or provision of services generally.
8.1 All Goods shall be carefully inspected and tested by the Supplier to ensure that the Goods conform with the specifications referred to in Condition 7.1 and the provisions of Condition 10, before delivery of the same and in every case the Supplier shall give to the Company a reasonable opportunity prior to delivery to enable any person authorised by the Company so to inspect and test such Goods at the premises of the Supplier or at such other place as the Goods may be situate or at the request of the Company at some other place where effective tests can be appropriately carried out.
8.2 If as a result of inspection or testing the Company is not satisfied that the Goods will comply in all respects with the specifications referred to in Condition 7.1 above and the provisions of Condition 10 below, and the Company so informs the Supplier within seven days of inspection or testing, the Supplier shall take such steps as are necessary to ensure compliance.
8.3 Notwithstanding anything in these Conditions to the contrary, the Company shall be free to carry out such inspection and tests (or such further inspection and tests as the case may be) of the Goods after delivery as the Company may reasonably determine.
8.4 Nothing in Condition 8.1 above shall relieve the Supplier from any contractual obligation relating to the quality of the Goods and/or Services whether expressed in these Conditions or otherwise nor shall it preclude any subsequent rejection thereof by the Company.
9.1 The Company may, at its sole discretion, reject any Goods or Services which are faulty or which do not conform to the quality, quantity standards or workmanship or materials or which do not conform to the governing specification or drawings, samples or patterns as the case may be or which do not satisfy any inspection or tests reasonably required or carried out by the Company whether prior to or after delivery of the same.
9.2 Goods that are rejected by the Company may be returned by the Company to the Supplier at the Supplier's risk and expense or as the Company may elect, the Company shall be entitled to a lien on such Goods as security for any liability howsoever arising of the Supplier to the Company.
9.3 The Supplier's obligation hereunder shall be strictly construed and the Company's right to reject Goods shall not be restricted merely because the Supplier's breach is de minimis.
10.1 Subject as hereinafter set out the Supplier will repair or replace, at the discretion of the Company, any part or parts of the Goods which prove to be defective within a period of twenty four months (or any agreed period in excess of 24 months) from the date of delivery or the date of invoice, whichever is the earlier.
10.2 The costs of non-express carriage in the UK of the repaired or replacement part back to the Company or, where the Goods have been supplied to the Employer, shall be borne by the Supplier.
10.3 Any spare parts supplied by the Supplier to the Company under the Warranty shall be warranted for twenty-four months (or any agreed period in excess of 24 months) from delivery.
10.4 Any spare parts supplied by the Supplier to the Company outside the warranty period shall be warranted for twenty-four months (or any agreed period in excess of 24 months) from delivery or invoice whichever is the earlier.
10.5 Supplier shall maintain appropriate product liability insurance on all goods sold to the Company.
10.6 The remedies contained in these terms are cumulative and in addition to other remedies allowed by law.
11.1 The Supplier shall indemnify the Company against any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any person which results from the use or sale of any article or material supplied by the Supplier to the Company and against all costs and damages which the Company may incur in any action for such infringement or for which the Company may become liable in any such action provided always that this indemnity shall not apply to any infringement which arises from the Supplier having followed (at the Company's specific direction) a design or drawing furnished by the Company.
11.2 The Company reserves to itself all copyright and other industrial property rights in all drawings, plans, specifications, patterns and other engineering data, designs and design information supplied by the Company to the Supplier which shall (as between the Company and the Supplier) belong to the Company which shall be treated by the Supplier as having been supplied in confidence and which shall not be used by the Supplier for any purpose save for use in the fulfilment of its Contract with the Company. All such drawings, plans, specifications, engineering data, designs and design information together with all copies thereof and any drawings or plans derived therefrom and any tools supplied by the Company for use in connection with the Contract shall be returned to the Company on completion of the Contract or at any other time on demand.
11.3 The Company does not warrant to the Supplier that any of the industrial property rights referred to in Condition 11.2 belong to it and shall not be liable to the Supplier in any way whatsoever in the event that the Supplier's use of anything furnished by the Company to the Supplier for use in any way in relation to the Contract gives rise to a claim or action in respect of any alleged infringement of such rights claimed by a third party.
12.1 If the Supplier shall, at any time during the period of ten years from the date of any Order, fail to provide spare or replacement parts for the Goods which are the subject of the Order at a reasonable cost and with reasonable despatch or shall become insolvent or commences to be wound up or otherwise proposes to cease carrying on business, then the Supplier shall at the request of the Company deliver to the Company free of charge such drawings, patterns and specifications which it has previously utilised exclusively in relation to the production of Goods for the Company so as to enable the Company to manufacture or have manufactured such Goods by any other party and shall grant to the Company (free of any royalty payment of like payment) full right and livery to use and copy such drawings, patterns and specifications in the production of such spare and replacement parts as aforesaid.
12.2 Insofar as the Goods referred to in Condition 12.1 have not been previously manufactured exclusively for the Company, then on the happening of any of the events described in Condition 12.1 the Supplier shall, at the request of the Company, deliver to the Company free of charge, copies of such drawings, patterns and specifications relating to the production of such Goods free of royalty or other payments for the purpose of the production of spare and replacement parts as aforesaid.
The Supplier shall undertake that insofar as the Order requires it to carry out any work at the Company's premises, sites, or other places at which the Company's business is being conducted or carried on whether temporarily or permanently, it (the Supplier) and its employees and any agent or contractor of the employees of such agent or contractor shall comply with the requirements of the Health and Safety at Work Act 1974 and the relevant statutory provisions currently in force during the period in which the work is in progress.
14.1 The Supplier shall indemnify the Company against:
any loss, damage or injury whatsoever, whensoever and howsoever arising caused to the Company or in respect of which the Company may be or become liable to any third party due to defective workmanship or materials in the Goods or Services supplied and,
14.2 any claim in relation to the death or injury howsoever caused or arising to any of the Company's employers or the employees of its agents or sub-contractors or the employers of the Supplier or its agents or sub-contractors while on or about the Company's premises or sites, works or other places where the Company's business is being conducted or carried on whether temporarily or permanently and,
14.3 any consequential loss, damage or expenses suffered or sustained by the Company or in respect of which the Company may be or become liable to any third party as a result of the failure of the Supplier to carry out the work or supply the material or Goods strictly in accordance with the terms of the Order and these Conditions.
15.1 The Supplier shall not without the Company's written consent assign, transfer, sub-let or sub-contract the whole or any part whatsoever of the Contract unless the manufacturers or suppliers of specified Goods/Services are stated in the Order.
15.2 Where the Order constitutes a sub-contract to the Supplier of the whole or part of the Goods/Services comprised in a contract between the Company and the Employer, the Supplier shall be deemed to have full knowledge of the terms and conditions of the contract with the Employer and such terms and conditions shall be deemed to be incorporated in these Conditions in extenso and insofar as the terms and conditions of such contract are inconsistent with these Conditions, then the terms and conditions of that contract shall prevail. This sub-clause shall only apply insofar as the Company has given notice to the Supplier of the fact that the Order constitutes such a sub-contract as is herein referred to and has made available (if so requested by the Supplier) an abstract of the relevant terms and conditions of the contract with the Employer.
16.1 The order number, the date thereof and part number must be stated on all delivery advices, invoices and correspondence relating to the Order.
16.2 A delivery advice shall be delivered with the Goods.
16.3 A separate invoice for the Goods together with a statement of account shall be rendered by the supplier to the Company so that the same is received not later than the 7th day following delivery. Failure to comply with this condition may result in payment being delayed, but such delay shall not entitle the Supplier to forfeit or refuse to give or allow any agreed or customarily recognised discount.
17.1 Any breach of any term of an Order by the Supplier either regarding time or delivery or otherwise shall whether the Company has accepted the Goods or Services or any part thereof or not and whether the property in the Goods or Services has passed to the Company or not entitle the Company at its option either to treat the order as repudiated or treat any such breach as a breach of warranty giving rise to a claim for damages.
17.2 No waiver by the Company of any breach of these Conditions shall be considered as a waiver of any subsequent breach of the same or any other provision.
These Conditions shall apply only insofar as the same are not varied or other terms and conditions have not been agreed between the parties prior to the order. All such variations consequent to such negotiations shall only form part of the contract between the Company and the Supplier insofar as they are contained in writing, signed on behalf of the Company and specified in or annexed to the order that is dispatched to the Supplier.
The Supplier shall keep confidential all designs, drawings, specifications and information supplied by the Company and shall not disclose the same to any third party without the Company's written consent nor otherwise make use of the same save for the specific purpose of complying with this contract.
The Contract shall be governed by English Law and both parties submit to the non-exclusive jurisdiction of the English Courts.
Insofar as any provision of the Contract or any part thereof shall be found or deemed to be void, voidable, invalid, ineffective or unenforceable, such defect shall not affect the remainder of the Contract which shall be construed as if the defective part or parts had been excluded therefrom at the time when the Contract was entered into.
Designs, drawings, information, equipment, material and tools or tooling supplied or paid for by the Company for this Order belong to the Company. Supplier agrees not to modify them for any other purpose or reason, nor will they be used to make more items than ordered herein, unless the foregoing are authorised by the Company in writing. At the Company’s discretion, they shall be returned to the Company or replaced if broken or damaged by Supplier’s negligence.
Where under any of these Conditions notice is required to be given by either party to the other such provisions shall be satisfied by a written, typed notice signed by an officer of the relevant party and transmitted either by post, telex, or facsimile to the registered office of such party where it is a Company and to the address notified to the Company where the Supplier is unincorporated.