Unless otherwise stated and accepted by the Purchaser in writing, the following Conditions shall apply to the supply of Goods or Services by the Supplier.
The definitions in this Condition shall apply in these conditions:
Order: The Purchase Order overleaf, incorporating these conditions.
Goods: All items specified in the Order whether raw materials or finished goods and includes but is not limited to services to be performed and computer software and the 'Contract' shall mean the contract arising out of the Order and the Supplier’s acceptance there of.
Purchaser: IQD Frequency Products Limited or other group company
Supplier: The person, firm or company to whom the Order is addressed
Acceptance of the Order shall bind the Supplier to the se Conditions and no Goods shall be supplied by the Supplier its employees agents or representatives except in accordance with these Conditions. No variation of the Order or the Contracts hall bind the Supplier or the Purchaser unless made in writing either on the Purchaser’s official Change or Continuation Order form or otherwise agreed and signed by bot h parties. These Conditions shall apply to the Contract to the entire exclusion of the Supplier’s conditions not with standing the receipt by the Purchaser of any acknowledgement or acceptance of the Order by the Supplier containing or referring to the Supplier’s conditions.
3. QUALITY OF GOODS
The Purchaser relies entirely on the skill and judgement of the Supplier concerning all aspects of design and manufacture and accordingly no knowledge, acceptance or agreement of the same by the Purchaser (whether resulting from inspection of the Supplier's processes or otherwise) shall relieve the Supplier of the sole responsibility therefore. The Goods shall conform as to quality, quantity and description with the particulars stated in the Order. Unless otherwise agreed the Goods must also conform with any applicable British or International Standard. Nothing in these Conditions shall in anyway limit the application to the Contract of Sections 13, 14 and 15 Sale of Goods Act 1979 as amended.
Without prejudice to Condition 3, the Goods and all packaging, labelling and other information relating to them shall comply in all respects with any relevant UK laws and regulations including (but without limiting the foregoing) the Consumer Protection Acts 1961, 1971 and 1987, the Consumer Safety Act 1978, the Health and Safety at Work etc. Act 1974 and any regulations made there under and all relevant safety legislation prevailing at the time of delivery.
5. WARRANTY AND REJECTION
( a ) The Purchaser shall be under no duty to carry out any form of inspection or test to the Goods on or after delivery, but the Purchaser shall be entitled to reject any Goods (either on its own be half or on behalf of the Purchaser’s ultimate customer if the goods have been delivered direct) if, on delivery, they fail to comply with any of the provisions of the contract.
( b ) Without prejudice to any other rights and remedies of the Purchaser and whether or not any defect is revealed by the Purchaser’s Goods In wards Inspection (or any similar inspection process conducted by Purchaser’s ultimate customer if the goods have been deliver ed direct), the Supplier shall, at the option of the Purchaser, promptly replace, repair or refund the price of any rejected Goods or any other Goods found to be defective within 18 months of delivery, whether such defect arises from faulty design, materials, workmanship or otherwise. All costs in relation to rejection replacement and repair shall be borne or paid for by the Supplier.
( c ) Where the Goods are imported, in order to allow the Purchaser to obtain a refund of any import duty paid, the Supplier shall provide wr itten acceptance of the rejection stating the refund, replacement or repair action taken.
( a ) Delivery shall be at the place and to the time schedule stated in the Order, and time shall be of the essence. Property and r isk in the Goods shall pass to the Purchaser on delivery but without prejudice to any right of rejection arising under the Contract including without limitation Condition 5( b ). Where Goods are delivered to the Purchaser from outside the United Kingdom the interpretation of shipping terms shall be in accordance with Incoterms 2000 edition as amended or replaced.
( b ) Where the Supplier is located outside the United Kingdom the Purchaser shall be responsible for obtaining all necessary import and other licences within the jurisdiction and the Seller shall be responsible for obtaining all necessary export and other licences. In the event that either party fails to obtain any necessary licence the Contract shall be treated as frustrated with the consequences provided by the Law Reform (Frustrated Contracts) Act 1943. If the Contract shall be so frustrated as to part only of the Goods, the Purchaser shall be entitled at its option to treat the Contract as having been frustrated either in whole, or as to the relevant part only.
If so required the Supplier shall provide a Certificate o f Conformance to Specification with each delivery, and failure to supply such Certificate will entitle the Purchaser to reject the delivery in whole or in part at its discretion. A packing note shall accompany each consignment and shall state the reference number of the Order together with the number of packages in the consignment. No signature of any packing, delivery or consignment note by or on behalf of the Purchaser shall imply acceptance of the Goods by the Purchaser or in any way prejudice the Purchaser’s right s under Conditions 3, 4 or 5.
All prices are firm and shall include all costs including adequate non-returnable packing and insurance to the named place of delivery. No change in price shall be made without the prior written consent of the Purchaser. For the avoidance of doubt, the delivery address and the invoice address may differ where the Purchaser requests that goods are delivered direct to their ultimate customer.
9. PAYMENT TERMS
( a ) In the case of Goods ordered for delivery from within the United Kingdom payment there fore shall become due 45 days after the end of the month in which the relevant invoice is sent to the Purchaser. No invoices shall be sent prior to delivery.
( b ) In the case of Goods ordered for delivery from outside the United Kingdom payment therefore shall be come due 60 days after the delivery of the Goods to the Purchaser.
10. CANCELLATION AND TERMINATION
( a ) The Purchaser may at any time cancel the Contract in whole or in part with immediate effect by notice in writing sent by email, post or by fax. In such event the Supplier shall take all reasonable steps to mitigate its loss and subject there to the Purchaser’s liability shall not exceed payment of the purchase price for any Goods delivered and /or completed for delivery prior to the date of such notice in accordance with the terms of the Contract and payment of are a reasonable sum in respect of parts, materials which the Supplier is unable to use in its other manufacture and work in progress complying with the Contract and which are, if so required by the Purchaser, subsequently delivered to the Purchaser.
( b ) Without prejudice to any other available remedies and to accrued rights, the Purchaser shall have the right to terminate the Contract forthwith in whole or in part and to be reimbursed for any resulting costs, losses and/or expenses if:
( c) The supplier fails to deliver the Goods on time or at all or commits any other breach of the conditions of the Contract; or ( d ) The Supplier, if an individual, or if the Supplier is a firm, any partner in that firm, at any time dies or commits any act of bankruptcy or compounds with his or its creditors; or
( e ) If the Supplier is a company, are solution or petition to wind up the Supplier is passed or presented (otherwise than for the purpose of and followed by amalgamation, reconstruction or reorganisation) or a receiver or administrator is appointed or a similar act of insolvency occurs in respect of the Supplier.
( f ) Not with standing frustration, cancellation or termination of the Contract for any reason, the provisions of Conditions 5, 11, 12 , 13 and 14 shall continue in full force and effect.
11. PURCHASER'S PROPERTY
All items such as tools, gauges, fixtures, materials, parts and drawings provided by the Purchaser to the Supplier shall be and remain the property of the Purchaser. The Supplier shall maintain all such items in good order and condition (fair wear and tear excepted), in sure them again stall risks whilst in the Supplier's custody and, on request, return them to the Purchaser at the Supplier's expense. The Supplier shall not use or permit the use of any such item other than in connection with the Contract.
All information, designs, specifications and drawings provided by the Purchaser to the Supplier shall be treated by the Supplier as confidential, shall not be disclosed to any third party and shall be used only for the purposes of the Contract. The Supplier shall not sell or supply directly or in directly to any third par ty any item made in accordance with the Purchaser’s information, designs, specifications or drawings.
13. INTELLECTUAL PROPERTY RIGHTS
The Supplier warrants that neither the sale nor the use of the Goods will infringe any British or foreign patent, copyright, trademark, trade name, registered or unregistered design or other intellectual property right of any third party. The Supplier will indemnify the Purchaser against all actions, costs, claims, demands, expenses and liabilities whatsoever resulting from any actual or alleged infringement and, at the Supplier’s own expense, the Supplier shall defend or assist in the defence of any infringement claim or proceedings. All patents, registered or unregistered designs, copyright and other intellectual property rights in or resulting from any design or development work carried out by the Supplier at the request of the Purchaser in the execution of the Contract shall vest exclusively in the Purchaser and the Supplier shall execute or cause to be executed any documents necessary to give effect to such vesting.
The Supplier will indemnify the Purchaser against:
( a ) Loss, damage or injury whatsoever and howsoever arising caused to the Purchaser or for which the Purchaser may be liable to third parties due to faulty design materials or workmanship of, or any defect in, the Goods;
( b ) Claims in respect of death or injury howsoever caused to any agent subcontractor or employee of the Supplier while in or about the Purchaser' s premises; and
( c) Any loss or damage sustained by the Purchaser as a result of the failure of or delay by the Supplier in supplying the Goods in accordance with the Contract.
The Supplier shall allow the Purchaser or its representative to carry out during normal working hours such inspections of the Goods in manufacture and any relevant tooling at the Supplier's premises as the Purchaser may reasonably require.
The Supplier shall not assign or subcontract the whole or any part of the Contract without the prior written agreement of the Purchaser.
These Conditions, the Order and the Contract shall in all respects be governed and interpreted in accordance with the internal laws of England without reference to their conflict of laws provisions and the Supplier and the Purchaser agree to submit to the
non – exclusive jurisdiction of the English Courts.
18. CODE OF ETHICS
The supplier shall adhere to the Purchaser’s code of ethics (available upon request) at the time. The conditions of the document are based on the British Standard Institute code of conduct (http/ /www. bsi-u k. com) and it is committed to applying the highest standards of business practice. The Purchaser assumes the supplier will conform to the code of ethics to ensure working conditions are safe, the workers are treated with respect and dignity, that manufacturing processes are environmentally responsible and that all employees conduct business to the highest ethical standards.