Leading the world in
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1.1 In these Conditions the following words have the meanings set out below unless stated otherwise.
1.1.1 "Buyer" means T A SAVERY AND CO LTD or OLEO INTERNATIONAL a TRADING DIVISION of T A SAVERY AND CO LTD.
1.1.2 "Buyer's Goods" means any articles or things belonging to the Buyer or which the Buyer has agreed to buy, to or on which Services are to be carried out.
1.1.3 "Conditions" means the standard conditions and other terms of purchase set out in this document and includes any special conditions or other terms specified in the Order.
1.1.4 "Fixed Period" means the period referred to in clause 2.5.1.
1.1.5 "Goods" and "Services" means the goods and/or services to be supplied by the Supplier pursuant to the Order (or any of them).
1.1.6 "Group Company" means any company within the group of companies of which Brigam Ltd is the holding company.
1.1.7 "Order" means the Buyer's purchase order including any orders placed by Schedule for any Fixed Period.
1.1.8 "Purchase Order Amendment" means the document referred to in clause 8.2.3.
1.1.9 "Schedule(s)" means a schedule or schedules as referred to in clause 2.5.
1.1.10 "Supplier" means the individual, firm, company or other party with whom the Buyer contracts.
1.2 The headings in these Conditions are for convenience only and are not for the purpose of interpretation.
1.3 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.4 If any provision of these Conditions (or of any other condition or other term that may be agreed in writing between the Buyer and the Seller) is or becomes illegal, void or unenforceable for any reason, the validity of the remaining provisions shall not be affected.
1.5 References to clauses are to clauses of these Conditions, unless stated otherwise.
2.1 The contract made between the Buyer and the Supplier shall be subject only to these Conditions and any terms implied by statute or common law. Representatives or agents of the Buyer have no authority to agree any terms or make any representations inconsistent with these Conditions or to enter into any contract except on the basis of them alone unless they are an officer or authorised signatory (details available upon request) of the Buyer and such terms or representations are in writing.
2.2 In accepting the Order, the Supplier agrees to be bound by these Conditions and no others and hereby irrevocably waives any of its rights under or the provisions of any of its own standard terms and conditions which may otherwise have legal effect.
2.3 The Buyer shall be bound by the Order only if it is placed by facsimile transmission, electronic mail or on its official order form and accepted by the Supplier. If the Supplier fails to accept the Order in writing or otherwise, delivery of Goods or provision of Services shall be deemed to constitute acceptance.
2.4 The Buyer may at its sole discretion place blanket orders whereby Goods and/or Services will be supplied by the Supplier to the Buyer at the prices specified in such blanket order on a schedule basis in accordance with the provisions of clause 2.5 below.
2.5 The Buyer shall be entitled to issue schedules from time to time pursuant to any blanket order referred to in clause 2.4 above. Each Schedule shall refer to the blanket order to which it relates and shall contain such relevant information as the Buyer is able to provide in respect of the Buyer's requirements and anticipated requirements for Goods and/or Services for a period of 12 weeks from the date of the relevant Schedule ("the Schedule Period"). Without prejudice to the generality of the foregoing, the information contained in each Schedule shall be subdivided as follows:
2.5.1 Fixed Periods - Firm Orders
2.5.1.1 In respect of the first four weeks to which each Schedule refers ("Fixed Period"), the Buyer shall provide precise information detailing the type and quantity of, and delivery dates for, Goods and/or Services required by the Buyer during the Fixed Period; Goods and/or Services specified in the Fixed Period of any Schedule shall constitute a firm order from the Buyer to the Supplier and the Supplier agrees to supply the same on the dates specified in the relevant Schedule and at the prices specified in the relevant blanket order referred to in clause 2.4 or referred to in any relevant Purchase Order Amendment.
2.5.2 Forecasts only
2.5.2.1 For the eight weeks immediately following the Fixed Period in any Schedule the Buyer shall provide a forecast only (and not a firm order) of its likely requirement for Goods and/or Services during the final eight weeks of the Schedule Period to assist the Supplier in its budgeting and ordering plans but this shall not constitute a firm order by the Buyer nor shall the Buyer have any liability to the Supplier in the event that such forecasted Goods and/or Services are not required.
2.5.3 The Supplier agrees to acknowledge in writing to the Buyer the Supplier's receipt of all blanket orders and Schedules it receives from the Buyer.
2.6 The Buyer reserves the right to require modifications to the design or composition of the Goods to be delivered or the nature of the Services to be supplied. Such modifications shall thereafter be considered to be incorporated in the Order. The Buyer and the Supplier shall negotiate in good faith to agree any price increase or decrease which may be appropriate in relation to such modifications.
2.7 The Buyer's representatives may inspect Goods or Buyer's Goods at any reasonable time at the Supplier's premises and may require all defects or deficiencies identified by the Buyer or agents of the Buyer to be made good. No such inspection shall constitute an acceptance by the Buyer or relieve the Supplier of any of its contractual or statutory obligations.
2.8 If Goods are to be manufactured using new tools the Supplier shall submit to the Buyer a reasonable number of samples made by the new tools for testing and obtain the Buyer's approval before manufacturing Goods.
3.1 Goods and/or Services shall conform in all respects with the Order and with any representations previously made by or on behalf of the Supplier upon which the Buyer relies.
3.2 Goods shall:
3.2.1 be of first class materials and workmanship and as safe as persons generally are entitled to expect;
3.2.2 be equal in all respects to all samples, patterns and specifications provided or given by either party (in the event of conflict between the specifications of the Buyer and the Supplier those of the Buyer shall prevail);
3.2.3 be capable of any standard of performance specified in the Order;
3.2.4 be fit for any particular purpose for which the Goods are being bought which expressly or by implication is made known to the Supplier;
3.2.5 comply in design, construction, quality and performance with all relevant codes of practice (including but not limited to British Standard Specifications or EU Directives) and other regulations affecting the Goods which may be in force when they are supplied in the United Kingdom and any other territory to which the Buyer has informed the Supplier or to which the Supplier knows by implication the Goods will be supplied; and
3.3 The Services shall:
3.3.1 conform in all respects with the Order and with any written representations in favour of the Buyer previously made by or on behalf of the Supplier; and
3.3.2 be carried out with all reasonable skill, care and diligence.
3.4 All work carried out by the Supplier in the course of or in connection with the provision of the Services and all materials used or provided by the Supplier shall be first class and suitable in all respects. Services carried out to or on the Buyer's Goods shall render the Buyer's Goods fit for any particular purpose for which the Services have been carried out which (expressly or by implication) is made known to the Supplier, and shall render the Buyer's Goods as safe as persons generally are entitled to expect.
3.5 It is a fundamental condition of each Order, not only that all technical specifications and manufacturing standards specified or implied therein or made part thereof should be observed, but also that any substance, machinery, goods or equipment supplied or installed by the Supplier, its employees or subcontractors shall, so far as is reasonably practicable, be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health when in use. If any substance, machinery, goods or equipment supplied or to be supplied by the Supplier, its employees or subcontractors possesses dangerous or hazardous properties whether in use or otherwise, the Supplier will, prior to supply, notify the Buyer in writing, giving full details thereof and the Supplier will further ensure that appropriate and conspicuous labels or other warnings are, so far as is practicable, affixed to or appear on every separate item thereof and any container in which the same are supplied.
3.6 The Supplier will ensure that its employees and the employees of any sub contractor engaged by the Supplier observe the requirements of the Health and Safety at Work etc Act 1974, the Factories Acts and all similar legislation including all statutory regulations made under such legislation and also all requirements of the appropriate local authority at all times on the Buyer's premises. The Supplier must further ensure that such employees do not trespass on parts of the Buyer's premises which they are not authorised to enter and that they do not trespass or cause damage to premises or property of any adjoining owner or occupier. If any of the Buyer's equipment is used without the proper authority of the Buyer by any of the Supplier's workmen or representatives or sub-contractors, any accident or damage shall be the responsibility of the Supplier. The Supplier must at all times whilst on the Buyer's premises comply with all security and safety regulations from time to time in force on those premises. A copy of such security and safety regulations is available from the Buyer upon request, and the Supplier will be deemed to have full knowledge of such regulations.
4.1 The Supplier shall allow the Buyer (if the Buyer so wishes) to inspect and test the Goods (or the Buyer's Goods as the case may be) during manufacture or processing at the place of manufacture or performance. The Supplier shall provide the Buyer with all facilities reasonably required for inspection and testing.
4.2 Before despatching or delivering up the Goods (or Buyer's Goods as the case may be) the Supplier shall carefully inspect and, where appropriate, test them for compliance with the provisions of clause 3.
4.3 The Supplier shall provide the Buyer with a Certificate of Conformance with each batch of Goods delivered to the Buyer, stating that such Goods conform in all respects to the requirements of the Order.
5.1 If any Goods are found on inspection by the Buyer or its customer not to comply in all respects with the contract, the Buyer may reject them (whether or not payment for them has been made to the Supplier). Upon such rejection the Buyer may return such Goods to the Supplier at the Supplier's risk and expense for a full credit or replacement at the Buyer's option. Alternatively the Buyer may itself correct or repair them, and it shall be entitled to reimbursement from the Supplier for the costs incurred.
5.2 The exercise of the rights provided in clause 5.1 shall not prejudice or limit any claim for damages or other remedy that the Buyer may have in respect of any breach by the Supplier of its obligations under the contract or any failure of the Goods or Services to comply with the provisions of clause 3.
6.1 Without prejudice to any other rights it may have, the Buyer may at any time, at its option, require the Supplier (at the Supplier's expense and as soon as reasonably practicable) to carry out again any Services that do not comply with the provisions of clause 3 and make good, repair or replace all Goods that are or become defective where such defects are due to:
6.1.1 faulty design by the Supplier or its sub-contractors;
6.1.2 the Supplier's erroneous instructions as to use or erroneous data;
6.1.3 inadequate or faulty materials or workmanship; and/or
6.1.4 any other breach of the Supplier's express or implied obligations under the contract.
6.2 The provisions of clause 6.1 shall apply to repaired and replacement Goods and to Services carried out again as they do to Goods and Services as originally supplied.
7.1 The Supplier shall deliver the Goods (or the Buyer's Goods as the case may be) to the address or addresses and/or delivery points specified in the Order or subsequently specified by the Buyer in writing. Delivery shall be made at the times or within the hours that the Buyer specifies and otherwise within normal working hours, and shall be effected when the Goods have been properly unloaded and located in accordance with the Buyer's directions.
7.2 Goods (or the Buyer's Goods as the case may be) shall be delivered and Services shall be provided by the date (or dates) stipulated in the Order or otherwise agreed. Delivery and the provision of Services by that date (or those dates) is of the essence, and in default the Buyer shall be entitled to terminate the contract in respect of Goods not delivered and/or Services not performed on that date (or those dates). On termination in this way the Buyer shall, without prejudice to any other claim the Buyer may have, be entitled to recover from the Supplier any additional expenditure that it may incur in obtaining other goods or services in replacement of those Goods or Services in respect of which the contract has been terminated.
7.3 The Goods (or the Buyer's Goods as the case may be) shall be delivered in appropriate packaging and where appropriate different types of Goods shall be segregated. Without prejudice to the generality of the foregoing, the Supplier shall ensure that any hazardous substances are packaged separately and comply with all legislation, all regulations and all codes of practice relating to the delivery and labelling of hazardous substances in the United Kingdom and any other country to which the Goods are to be delivered.
7.4 The Buyer shall have the right to refuse to accept Goods delivered in advance of the date specified in the Order or otherwise agreed.
7.5 The Buyer may return at the Supplier's expense any Goods delivered in excess of the quantity ordered.
7.6 Subject to clauses 7.1 to 7.5, the Supplier shall as soon as reasonably practicable rectify or replace any Goods damaged or lost in transit.
7.7 Where applicable the contract shall be deemed to incorporate the latest edition of Incoterms current at the date of the contract. If there is any inconsistency between Incoterms and any express terms of the Order, the express terms shall prevail.
7.8 If a carrier is appointed in connection with the Order, it shall be deemed to be an agent of the Supplier and not of the Buyer.
7.9 If for any reason the Buyer cannot accept delivery of the Goods on the agreed delivery date the Supplier shall store the Goods at its own expense for a reasonable time and shall safeguard them until delivery.
8.1 Unless otherwise agreed in writing by the Buyer, the Goods or Services shall be supplied at the prices quoted by the Supplier and shown in the Order. The Supplier shall not be entitled to increase those prices (either because of any increase in the cost of any materials or labour or for any other reason) nor to make any additional charges for packaging, shipping, carriage, insurance or delivery of the Goods or Services.
8.2 Where the Buyer submits a blanket order to the Supplier as specified in clause 2.5 then, unless expressly agreed otherwise by the Buyer in writing:
8.2.1 the Supplier shall not be entitled to increase prices for Goods or Services ordered pursuant to that blanket order for a period of 12 months, commencing on the date of the first Schedule submitted by the Buyer to the Supplier under such blanket order, and thereafter any such request to increase the price of the Goods or Services must be submitted by the Supplier to the Buyer in written form at least two months prior to the anticipated implementation of the Goods or Services and such written request should be supported fully with documentary evidence justifying such price increase;
8.2.2 following any agreed increase in price, the Supplier shall not be entitled to make a further increase in price for a period of 12 months, commencing on the date upon which the Purchase Order Amendment is issued in accordance with clause 8.2.3 below;
8.2.3 where any increase in price is agreed by the parties, the Buyer will issue to the Supplier a document stating the original price and the new price of the Goods and/or Services and the agreed date upon which the price change shall be effective and which shall be signed by a director of the Buyer and dated.
8.3 The Buyer reserves the right to request an analysis of quotations issued by the Supplier and the Supplier will use its best endeavours to respond to such requests within five working days of receipt.
8.4 The Supplier shall send with each delivery an official numbered advice note showing the Order, the Supplier's name and address, supplier code (where appropriate), part number, any specific note on handling hazardous substances and transport information regarding the haulier and the driver's name where any third party transport is used. The Supplier shall send separately an invoice showing the Order number within 3 working days of the end of the month in which the delivery is effected.
8.5 Unless otherwise agreed in writing and subject to the provisions of clause 8.6 below invoices shall be payable 60 days after the end of the calendar month in which:
8.5.1 the invoice is received by the Buyer; or
8.5.2 the delivery to which the invoice relates is effected; or
8.5.3 the Services are completed, whichever is the later. Invoices for consignment stock shall be paid 60 days after the end of the calendar month in which the consignment stock is used by the Buyer in any manufacturing process.
8.6 Without prejudice to any other rights it may have the Buyer shall be entitled to withhold payment of any invoice in the event that it considers Goods and/or Services (or any part thereof) to be unsatisfactory or in the event that it considers the invoice to be inaccurate.
8.7 No payment made shall imply acceptance of any of the Goods or Services supplied or performed by the Supplier, nor in any way restrict any claims or rights the Buyer may otherwise have against the Supplier.
9.1 Subject to clause 9.2 the property and risk in Goods (but not in consignment stock) shall pass to the Buyer on delivery without prejudice to any right of rejection that the Buyer may have.
9.2 Where payment or part payment has been made by the Buyer for Goods property in the Goods (but not risk) shall pass to the Buyer upon such payment or part payment and the Supplier shall ensure that such Goods are clearly identified as being the property of the Buyer. Risk in such Goods will only pass to the Buyer upon delivery of the Goods to it.
9.3 Property and risk in goods clearly identified or marked as consignment stock shall pass to the Buyer when the Buyer uses the same in any manufacturing process.
9.4 The Buyer may in its discretion make packaging materials available for collection by the Supplier but shall not be responsible for loss or damage to them.
9.5 Property in the Buyer's Goods shall at all times remain vested in the Buyer and they shall be identified by the Supplier as belonging to the Buyer.
9.6 All the Buyer's Goods and other goods belonging to the Buyer which at any time are or ought to be in the custody or possession or under the control of the Supplier shall be fully insured by the Supplier during all such times.
10.1 The Supplier warrants that the labelling and packaging of the Goods comply with the requirements of any statute or other instrument having the force of law and that all necessary information about the use for which the Goods are supplied has been provided to the Buyer.
10.2 The Buyer reserves the right to impose reasonable additional requirements in relation to packaging, labelling and accompanying documentation and the Supplier shall use its best endeavours to comply in all respects with these additional requirements.
11.1 The Supplier warrants that (where applicable) all Goods comply with the provisions of all legislation and all regulations and codes of practice relating to the manufacture and supply of the Goods in the United Kingdom and any other country to which the Goods are to be supplied and/or in which they are manufactured and that the Supplier has exercised all due diligence and taken all reasonable precautions in the manufacture and supply of the Goods.
11.2 The supplier must ensure that they comply with legislation relating to R.E.A.C.H (Registration, Evaluation, Authorisation and Restriction of Chemicals)
12.1 If to the Supplier's knowledge the Buyer requires the Goods or Services for the fulfilment (in whole or in part) of any obligations of the Buyer under another contract, or if the Supplier has been nominated as a nominated supplier or sub-contractor to the Buyer under any other contract, then the obligations imposed upon the Buyer by that other contract shall, so far as the same relate to the Goods or Services, be correspondingly undertaken by the Supplier and any subcontractor of the Supplier in favour of the Buyer.
13.1 The Supplier shall fully indemnify the Buyer against each and any loss, liability, damages, costs (including legal costs) and expenses arising from or incurred by reason of any infringement or alleged infringement or any unauthorised use or alleged unauthorised use of any patent, registered design, copyright, design right, trade mark, trade name or other intellectual property right of any third party by the possession, use, hire, sale or offer for hire or sale of the Goods or by the use or disposal of the Buyer's Goods. The indemnity in this clause 13.1 shall not apply to any liability that arises because the Supplier followed a design furnished by the Buyer or because the Goods (or the Buyer's Goods) were used in a manner or for a purpose not reasonably to be inferred by the Supplier and not disclosed to the Supplier before the contract was made.
13.2 The Supplier shall fully indemnify the Buyer against all loss of or damage to the Buyer's Goods and any other goods belonging to or supplied by or on behalf of the Buyer that may occur from the time such goods or Buyer's Goods are first in the Supplier's possession, custody or control until the time they are delivered to the Buyer, however such loss or damage may be caused and whether or not attributable to any negligence on the part of the Supplier or negligence or wilful default by the Supplier's servants or agents.
13.3 Without prejudice to any other rights the Buyer may have, the Supplier shall fully indemnify the Buyer:
13.3.1 against any loss of or damage to any property or any injury to or death of any person; and
13.3.2 against all other direct and consequential loss (including but not limited to loss of profit, loss of contracts and loss of business) suffered or incurred by the Buyer, caused by or arising out of any breach of contract, negligent act or omission or wilful misconduct of the Supplier, its employees, agents or sub-contractors or by any defect in the raw materials used in the design, processing, manufacture, storage or transport of the Goods.
14.1 All plans, drawings and designs supplied by or at the request of the Buyer to the Supplier for the purposes of the Order shall remain the Buyer's property. The Supplier shall treat them as confidential and shall use them only for the purposes of the Order. The Supplier shall deliver them up to the Buyer upon demand.
14.2 All plans, drawings and designs supplied to the Buyer by a third party and subsequently supplied to the Supplier for the purposes of the Order shall remain the property of the third party. The Supplier shall treat them as confidential and shall use them only for the purposes of the Order. The Supplier shall deliver them up at the completion of the contract, or on demand, whichever is the earlier.
14.3 The Supplier shall not be entitled to make any copies nor otherwise reproduce any of the items referred to in sub-clauses 14.1 or 14.2 above without the prior written consent of the Buyer. Any such copies must be dealt with by the Supplier as specified in sub-clauses 14.1 and 14.2.
14.4 Unless otherwise agreed in writing, all tools, dies, patterns and other equipment supplied to the Supplier by the Buyer or manufactured and obtained by the Supplier wholly or partly at the Buyer's expense (including any replacement) shall be and remain the Buyer's property, shall be clearly marked by the Supplier as "property of T A Savery & Co Ltd" and shall be used only for the purposes of the Order.
14.5 All tools, dies, patterns and other equipment supplied to the Supplier by the Buyer or manufactured and/or obtained by the Supplier wholly or partly at the Buyer's expense shall be at the risk of the Supplier until returned to and receipted by the Buyer. The Supplier shall, at its own cost and expense, maintain and keep the same in good order and condition.
14.6 All copyright, design right and other intellectual property in any plans, drawings, designs, tools, dies, software goods or other materials originated by the Supplier or its agents, subcontractors or employees for the purposes of the Order shall belong to and are hereby assigned to the Buyer. The Supplier shall upon demand and for the consideration of £1 execute an assignment or confirmatory assignment with full title guarantee of all such intellectual property rights in those originated items (or procure that such an assignment with full title guarantee is obtained from the relevant author/originator) in favour of the Buyer with a full waiver of all moral rights in them in favour of the Buyer.
15.1 The Supplier shall not use the Buyer's name nor the name of any customer of the Buyer or of any Group Company for advertisement or publicity without the Buyer's prior written consent and the Supplier shall not either during the contract or at any time thereafter disclose any confidential information of the Buyer (nor confidential information of any customer of the Buyer nor of any Group Company) or supplied by the Buyer (nor any customer of the Buyer nor any Group Company) to any individual, firm or company or use any such confidential information except for the purposes of the Order.
16.1 The Buyer shall be entitled to terminate the contract without liability to the Supplier by giving notice to the Supplier at any time if:
16.1.1 the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or incapable physically or mentally of performing the contract or (being a company) becomes subject to an administration order or goes into liquidation (other than for the purpose of amalgamation or reconstruction); or
16.1.2 an administrative receiver or administrator is appointed over any of the Supplier's property or assets; or
16.1.3 the Supplier ceases, or threatens to cease, to carry on business; or
16.1.4 the Buyer reasonably believes that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly.
16.2 If the Buyer exercises any of its rights under clause 16.1 this shall not prejudice or affect any right of action or remedy which has already accrued to it at that time or which may accrue to it thereafter.
17.1 If the Buyer is affected by events beyond its reasonable control (including, without limitation, the imposition of parliamentary or governmental restrictions, trade disputes, damage to its goods or property or the suspension or cancellation of orders by its customers) it shall be entitled without incurring any liability to the Supplier to require the Supplier to defer any delivery or the provision of any Services for such a period as may be reasonably necessary or to cancel any Order. Subject to clause 17.2, if the Buyer cancels any Order the Supplier shall be entitled after 60 days to payment of any sum that the Supplier has reasonably incurred in carrying out any work prior to the date of cancellation in the provision of Services or the production of Goods for delivery to the Buyer under the Order, provided that within 30 days from the date of cancellation the Supplier has submitted to the Buyer in writing its claim for payment together with all information reasonably necessary to enable the Buyer to verify the claim.
17.2 The sum referred to in clause 17.1, when aggregated with any monies already paid in relation to the Order, shall not exceed the contract price.
18.1 The Supplier shall not without the Buyer's written consent assign, transfer, hold upon trust for any third party or sub-contract (in whole or in part) any of its rights or obligations under the contract. Any such consent shall not relieve the Supplier of any of its obligations under the contract.
19.1 If the buyer waives any breach of the contract by the Supplier this shall not be construed as a waiver of any subsequent breach of the contract or any other provision.
20.1 These Conditions shall be governed by and construed in all respects in accordance with English law and shall be deemed to have been made in England. Each party hereby submits to the jurisdiction of the English courts.