|
QUOTATIONS [Scroll
Down for: PURCHASE ORDERS]
The quotation does not constitute an offer in law and no binding contract will
be deemed to exist until an official order has been received and accepted by the
Company.
"The Estimate does not include Value Added Tax. The customer will be
required in addition to pay such VAT as may become chargeable thereon at the
standard rate applicable at the date of any tax invoice in connection therewith
or, if no tax invoice is issued, at the date of payment being made or, in the
case of Regulation 21 of the General Regulations made by H. M. Commissioners of
Customs and Excise being applicable, at the date of payment therefore."
The quotation is given on the understanding that if the Company are ordered to
carry out the work, the conditions below will apply.
The quotation is submitted to the following Conditions which shall be
incorporated in any Contract between P. WALLER LTD (hereinafter called "the
Company") and the person placing the order (hereinafter called "the
Customer"). No variation of these conditions is permitted unless the same
shall be agreed in writing by the Company. Any stipulations or conditions in our
customers order form which would conflict with any of these terms and conditions
or in any way qualify limit or negative the same, shall be deemed to be
inapplicable to any order placed with us unless expressly agreed to by us in
writing when acknowledging the Order in question.
1. MATERIALS. All materials delivered by the company to the customer or to his
order shall remain the property of the company until all accounts (whether or
not the same relate to materials) shall have been paid in full. Until payment
has been made in lull the customer shall keep the materials marked and/or
separately so as to be cleared identifiable as the company's property until
integration or incorporation in a building or article. If the materials are
integrated or incorporated in any building or article such building or article
shall from the time it comes into being become the company's property until such
payment has been made PROVIDED ALWAYS that all risk of loss, damage, theft or
destruction shall pass to the customer immediately on delivery of the said
materials to him or his order.
If the customer sells the goods prior to payment to the company being made or
integrates the materials in any article or building the customer shall indemnify
the Company against any claim by Third Parties and shall hold the proceeds of
sale upon trust for the Company until the company has been paid in full and the
customer shall, whenever so required by the company assign to the company all
their rights against Third Parties in connection with the materials or any
2. CLEARING SCRAP MATERIALS. The price quoted includes for clearing all
scrap materials from our operation.
3. PRICE. The tender price is based on the cost to the Company of
materials labour and transport ruling at the date of tender. In the event of any
of those costs being increased directly or indirectly the Company shall be
entitled to make a corresponding variation in its tender price unless a fixed
price contract is agreed.
4. PAYMENT. The prices quoted are strictly net month and no discount will
be allowed. The Company reserves the right to require payment at any time up to
95% of the materials delivered and/or work done. Payment of the final balance is
due on the 30th of the month following the date of completion. Any
payment overdue after demand or after the time for payment has been due here
under shall carry interest at the rate of 5% above National Westminster Bank
Base Rate for
5. The Company reserves the right to refuse to execute and Order or
contract if the arrangements for payment or the customers credit are not
satisfactory to the Company. In the case of non payment of any account when due,
or in the case of death, incapacity, bankruptcy or insolvency of the customer or
when the customer is a limited company in the case of liquidation or the
appointment of a receiver, then the price of all work done' and materials
delivered by us to
6. DELAYS. No allowance has been made in the price for delays caused by
variations to the original contract. Time lost by such delay will be such delay
will be charged as an extra. If the Company's men have to leave the site before
the contract is completed through any cause outside the Company's control an
extra charge will be made to cover the loss of production together with
travelling time and fares and any other increased costs.
7. PRACTICAL COMPLETION will be when the works undertaken by the Company
are at a stage where for all practical purposes the customer can use the works
for this intended purpose. Rectifying small defects, shrinkages, finishing off
small items of work where not affecting the works practical use shall not affect
the date for practical completion.
8. FORCE MAJEURE. This lender is subject to materials and labour being
available when required and the Company shall not be responsible for any delay
loss or damage, caused consequential or otherwise, by war, strike, lock-out,
fire, accident, civil commotion, inclement weather, or any circumstance beyond
the Company's control.
9. (a) No warranty or guarantee is given or implied that the materials
are fit for any particular purpose or that they comply with any Act of
Parliament by law or other regulation unless the customer has made known in
writing to the company the particular purpose for which they are required and
the Company had certified in writing that the materials are so fit or so comply
and in any event no warranty or guarantee as to fitness is given or implied in
any case where
(b) The customer is responsible for giving precise and accurate written
information as to his requirements. The Company accepts no responsibility for
any loss or damage occasioned by the customer's failure in this regard. Where
the Company incurs loss as a result directly or indirectly of the customer's
failure to supply precise and accurate information or instructions then the
customer shall indemnify the Company for such loss.
10. REPRESENTATIONS. The Company accepts no responsibility for any
representation made in the course of pre-contract negotiations unless the same
is confirmed by a responsible employee of the Company in writing.
11. ERRORS AND/OR OMISSIONS. If at any time a clerical or arithmetical
error or omission is found in the quotation then the company reserves the right
to alter and amend the quotation accordingly at its discretion. Should the
measurements on which the quotation was made have been over-estimated or
underestimated a pro rata adjustment of the price shall be made.
12. DEFECTS LIABILITY. The defects liability (if none other is
stated) is 6 months from the day named as practical completion of the
Company works in relation to materials shall in no case exceed the period for
which the manufacturer would have been liable had he contracted directly with
the customer.
13. PENALTIES. The Company shall not be liable for any penalty for delay
or otherwise unless the customer shall have informed the Company in writing of
such penalty at the time of contract and in any event where the penalty is
incurred other than by reason of the Company's default.
14. DAMAGES. The Company's liability to pay damage to the customer in
respect of defective work and/or materials shall be limited to the cost of
making good such work and shall exclude any further loss the customer may
sustain unless the general nature and probable extent of such loss was made
known in writing by the customer to the Company prior to or at the time of
contract.
15. TIME. Neither the date of the commencement of the works nor the
duration thereof shall be of the essence of the contract.
16. SPECIFICATIONS, DRAWINGS ETC. Where the Company is required to work
to a specification, drawing design or brief prepared by or on behalf of the
customer the company shall not be liable for the accuracy, viability or fitness
for purpose of any such specification drawing, design or brief or for any
materials required to be used by the customer pursuant to such specification
etc. as aforesaid. The Company shall not be liable for any failure to draw to
the attention of the customer any inaccuracy, inadequacy or shortcoming in such
specification etc. and completion of the contract works in accordance with such
specification etc. shall discharge the Company's liability with regard to such
works.
17. JURISDICTION. All contracts entered into by the Company shall be
governed by English law and any dispute or issue arising under the said contract
shall be litigated or arbitrated in
England
.
18. FIRE RISK. Unless otherwise agreed the customer is to be solely
responsible for insuring against loss or damage by fire to the full extent of
the company's work, whether completed or in progress (including unfixed
materials on the site) and in the case of any damage or loss to such work or
materials arising by fire or any other cause (except the negligence of the
Company's servants) the customer shall pay to the Company the full value
thereof.
19. No contract shall be deemed to exist until the customer has given
unqualified acceptance of the quotation in writing but the Company shall have
the right to refuse to proceed with the Contract in the event of a customer not
giving satisfactory financial guarantees as to payment.
PURCHASE ORDERS
1. DEFINITIONS
1.1
Waller Group shall be referred to as ‘WG’’.
1.2 ‘The Supplier/Subcontractor’ shall mean the person, firm or
company to whom Purchase Order is issued.
1.3 The word ‘Goods’ include all Goods and the word ‘Services’
includes all services and/or performance of works
covered by the Purchase Order.
1.4 The term ‘Purchase Order’ shall mean Buyer’s Purchase Order, to
which these Terms and Conditions shall apply.
1.5 ‘Terms and Conditions’ shall mean Clauses Nos. 1 to 19 detailed
herein, which shall be binding on both
parties and only amended by an authorised signatory.
1.6 ‘The Contract’ shall mean the contract between WG and the
Supplier/Subcontractor consisting of the Purchase
Order, these Purchase Terms and Conditions and any other
documents (or parts thereof) specified in the
Purchase Order.
2.
QUALITY
In the absence of a specification or sample, all goods supplied
shall be supplied to normal industry standards.
All
Services shall be carried out in a good and workmanlike manner.
3.
DELIVERY DATE
3.1 The date of delivery of the Goods or the commencement of Services
shall be that specified in the Purchase
Order unless agreed otherwise between WG and the
Supplier/Subcontractor. The Supplier/Subcontractor
shall furnish such programmes of manufacture and delivery of
Goods, or such descriptions and schedules
of Services as WG may reasonably require and the
Supplier/Subcontractor shall give notice to WG as soon
as practicable if such programmes or schedules are or are likely
to be delayed.
3.2 The Supplier/Subcontractor acknowledges that time is of the essence
in the delivery of Goods or Services,
when a date is specified on the order, or a programme submitted
with the order.
4.
INCORRECT DELIVERY
All Goods must be delivered at the delivery point specified in
the Purchase Order. If the Goods are
incorrectly delivered, the Supplier/Subcontractor will be held
responsible for any additional expense incurred
in delivering them to their correct destination. Services shall
be carried out at the location specified in the
Purchase Order. Whilst on WG premises, the
Suppliers/Subcontractors personnel, agents and Subcontractors
shall at all times conduct themselves in full compliance with WG
site, safety and security regulations that are
brought to their notice and shall immediately report to WG any
accidents in which they are involved.
5.
PASSING OF PROPERTY AND RISK TO BUYER
The
title and risk in the Goods shall remain in the Supplier/Subcontractor until
they are delivered at the point
Specified in the Purchase Order and transferred to WG’s
possession, at which time title and risk in the goods
shall transfer to WG. The intellectual property in all
commissioned services shall belong to WG unless otherwise
agreed in the Contract referred to in the Purchase Order.
Supplier/Subcontractor agrees to carry out all formalities
to legally vest ownership of intellectual property rights at WG
and WG’s expense and request.
6.
TERMS OF PAYMENT
6.1 Unless otherwise stated in the Purchase Order, payment will be
made within 30 days from date of invoice
providing WG receives the Supplier’s correct and valid invoice,
and provided the Goods have been correctly
delivered or the Services have been properly performed and WG
has accepted them.
6.2 If the Goods are not correctly delivered or WG has not accepted
the Services, the invoice shall be paid after
30 days following the date when the discrepancy is corrected to
WG’s satisfaction.
6.3 Value Added Tax, where applicable, shall be shown separately on
all invoices that must comply with
local regulatory requirements.
7.
LOSS OR DAMAGE OF GOODS IN TRANSIT
7.1 WG shall advise the Supplier/Subcontractor and the carrier (if
any) in writing, otherwise than by a qualified
signature on any Delivery Note, of any loss damage or defect
within the following time limit:
7.1.1 Partial loss, damage, defects or non-delivery of any separate part
of a consignment shall be advised within
14 days of date of delivery of the consignment or part
consignment. Supplier will advise of any total loss within 7 days.
7.2 Supplier shall make good free of charge to WG any loss of or
damage to or defect in the Goods where WG
gives notice in compliance with this warranty provision.
8.
ACCEPTANCE
WG shall have the right, without prejudice to any other
right which WG may have against the Supplier/
Subcontractor to reject the Supplier‘s/Subcontractor’s supplies
of Goods or Services within a reasonable time
of their delivery or completion and to cancel this Purchase Order
if they are not in conformity with the contract
or the terms and conditions of the Purchase Order. The making of
payment shall not prejudice WG’s right of rejection.
9.
VARIATION
9.1 The Supplier shall not alter or vary the Goods or Services, except
as directed in writing by WG. WG shall have
the right, from time to time during the execution of the
Contract, by notice in writing, to direct the Supplier/
Subcontractor to add to or to omit, or otherwise vary, the Goods
or the Services. Where the Supplier
receives any such direction from WG which would occasion an
amendment to the Contract price the Supplier
shall, with all possible speed, advise WG in writing to that
effect giving the amount of any such amendment,
ascertained and determined at the same level of pricing as that
contained in the Supplier’s tender or quotation.
9.2 Provided WG accepts in writing any variation in price given in
accordance with clause 9.1 or any alteration to
the delivery or performance schedule, the Supplier shall carry
out such variations and be bound by the same
conditions, so far as applicable, as though the said variations
were stated in the Contract.
9.3 If, in the opinion of the Supplier/Subcontractor any such
direction is likely to prevent the supplier from fulfilling any
of its obligations under the Contract it shall so notify WG, and
WG shall decide with all possible speed whether or ~
not the same shall be carried out and shall confirm its
instructions in writing and modify the said obligations to such
an extent as may be justified. Until WG confirms its
instructions, the Supplier shall act as if the instructions had
not been given.
10.
INTELLECTUAL PROPERTY RIGHTS
The
Supplier/Subcontractor will fully indemnify WG against any claim for
infringement of intellectual property rights
in connection with any Goods or Services supplied by Supplier/Subcontractor to WG and against any and all costs,
expenses and damages which WG may incur or become liable for such infringement.
WG shall give to the
Supplier/Subcontractor prompt notice in writing of any claim being made or
action threatened or brought against
WG and will permit the Supplier/Subcontractor at Supplier’s/Subcontractor’s own
expense, to conduct any litigation
that may ensue and all negotiations for a settlement of the claim.
11.
FORCE MAJEURE
Neither party shall be liable for failure to perform its
obligations under the Contract if such failure results from
circumstances, which are beyond the party’s reasonable control.
12.
ASSIGNMENT AND SUB-CONTRACTING
The Contract shall not be assigned by the Supplier/Subcontractor
nor subcontracted as a whole. The Supplier
shall not subcontract or assign any part of the Services without WG’s written
consent, which shall not be
unreasonably withheld, but the restriction contained in this clause shall not
apply to subcontracts for materials,
for minor details, or for any part of which the makers are named in the
Contract. The Supplier/Subcontractor shall
be responsible for all Services and Goods supplied by subcontractors.
13.
COPIES OF SUBCONTRACTS
When WG has consented to the placing of subcontracts copies of
each subcontract shall be sent by the Supplier/
Subcontractor to WG immediately upon signing and prior to
commencement of work by the subcontractor.
14.
HAZARDOUS GOODS
14.1 Hazardous Goods must be marked by the Supplier/Subcontractor with
International Danger Symbol(s) and display
the name of the material in English. Transport and other
documents must include declaration of the hazard and
name of the material in English. Goods must be accompanied by
emergency information in English in the form of
written instructions, labels or markings. The Supplier shall
observe the requirements of EU and local laws and
regulations relating to the packaging, labelling, carriage and
disposal of hazardous Goods.
14.2 All information held by, or reasonably available to, the
Suppler/Subcontractor regarding any potential hazards known
or believed to exist in the transport, handling or use of the
Goods to be supplied or to the provision of Services shall
be promptly communicated to WG.
15.
WARRANTY AND INDEMNITY
15.1 The Supplier/Subcontractor shall as soon as reasonably practicable
repair or replace all Goods without additional
cost to WG which are or become defective during the period of 12
months from delivery, or if appropriate putting
into service, whichever is the later, where such defects occur
under proper usage and are due to faulty design, the
Supplier’s/Subcontractor’s erroneous instructions as to use or
erroneous use data, or faulty materials or workmanship,
or any other breach of Supplier’s/Subcontractor’s warranties,
expressed or implied, statutory or otherwise. Repairs
and replacements shall themselves be subject to the foregoing
obligations for a period of 12 months from the
date of delivery, reinstallation or passing of tests (if any)
whichever is appropriate after repair or replacement. Supplier/
Subcontractor shall further be liable in damages in respect of
each Purchase Order. The Supplier/Subcontractor
shall remedy at no charge to WG any defects in Services that
were not due to WG that appear within 12 months
from the completion of the Services. Neither the above nor
anything contained in these Terms and Conditions
shall limit or impair any statutory or any other rights that WG
may have.
15.2 The Supplier/Subcontractor will indemnify WG against all losses,
liabilities, claims, costs and expenses that may
result from loss of or damage to any property, or injury to or
the death of any person that may arise out of any act or
omission or negligence of the Supplier/Subcontractor in
connection with the Purchase Order or the supply.
15.3 Goods submitted by WG to the Supplier/Subcontractor for servicing
or repair or any works shall be at the Supplier’s/
Subcontractor’s sole risk in regard to any loss or damage or
personal injury.
16.
INSOLVENCY AND BANKRUPTCY
If the Supplier/Subcontractor becomes insolvent or bankrupt
or (being a company) makes an arrangement with its
creditors or has an administrative receiver or administrator
appointed or commences to be wound up (other than
for the purpose of amalgamation or reconstruction), WG may,
without prejudice to any other of his rights, terminate
the Contract forthwith by notice to the Supplier/Subcontractor
or any person in whom the Contract may have
become vested.
17.
GENERAL CONDITIONS IN THE TENDER
No conditions submitted or referred to by the
Supplier/Subcontractor when tendering, shall form part of the contract
unless otherwise agreed to in writing by both parties.
18.
CONFIDENTIALITY
The Supplier/Subcontractor undertakes that it and the
Supplier’s/Subcontractor’s personnel, agents and Subcontractors
will fully respect the confidentiality of WG’s internal business
affairs. The Supplier/Subcontractor hereby undertakes
to treat as confidential all information obtained from WG or
communicated to the Supplier/Subcontractor pursuant
to this Purchase Order (or through discussions or negotiations
prior to the Purchase Order being placed) or acquired
in the performance of the Purchase Order, and will not divulge
such information to any person (except to its own
employees and then only to employees who need to know the same)
and will use such information solely in
connection with performing its obligations under this Purchase
Order and not for its own benefit or for the benefit
of any third party, provided that this clause shall not extend
to information:-
a) which is rightfully in its possession prior to the
commencement of the negotiations resulting in the Contract; or
b) which is already public knowledge or becomes so at a future
date (other than as a result of breach of this clause); or
c) which is communicated or disclosed to the
Supplier/Subcontractor by a third party lawfully in possession thereof
and entitled so to disclose it..
19.
CONSTRUCTION OF CONTRACT
19.1
The Contract shall be governed by and construed in accordance with
English Law and the parties submit to the
jurisdiction of the Courts of England.
19.2 The Purchase Order shall override and take precedence over any
other terms and conditions expressed or implied
and its provisions shall not prejudice or affect any other right
or remedy for breach of Contract or otherwise to which
WG may be entitled.
19.3 No amendment to the Purchase Order or the supply of goods shall be
of effect unless agreed in writing by WG.
19.4 No local, general or trade customs can alter or vary the terms of
the Purchase Order.
19.5 In accepting the Purchase Order the Supplier/Subcontractor agrees
to be bound by any written documents attached
to it or incorporated into it by specific reference.
19.6 The terms and conditions of this Purchase Order constitute the
entire agreement between the parties and supersede
all previous communications whether oral or in writing. Changes
will be binding only if in writing signed by an
authorised representative of the purchaser.
19.7 Notices hereunder shall be in writing addressed to the parties as
stated overleaf, or to their last known addresses,
and shall be effective on delivery.
19.8 Failure of WG to enforce compliance with any term or condition of
the Purchase Order shall not constitute a waiver
of such term or condition.
19.9 If any provision of the Purchase Order Is determined invalid,
unlawful or unenforceable to any extent such provision
shall be severed from the body of the Purchase Order and the
remainder thereof shall continue to be valid and
enforceable to the fullest extent permitted by law.
| 
