“COMPANY” shall mean LIFTING GEAR DIRECT LIMITED.
“SUPPLIER” shall mean the person, firm or company from whom the Company contracts.
“ORDER” shall mean the order placed by the Company for the supply of goods, services or materials.
“CONTRACT” shall mean the contract made between the Company and the Supplier of which these conditions form part.
“GOODS” shall mean all goods and materials supplied by the Supplier under the contract.
“WORK” shall mean all work done and services rendered under the contract. Unless otherwise stated agreed in writing by the Company these conditions shall override any terms and conditions stipulated, incorporated or referred to by the Supplier in his quotation, any other document or during pre-contract negotiations.
The supplier shall not without the consent in writing of Lifting Gear Direct Ltd assign or transfer the contract/Order or any part of it to any other person.
The Supplier warrants that all goods do not infringe any patent trade mark, registered design, copyright or any other proprietary right and shall indemnify the Company in full for any loss, damage or expense whatsoever which the Company may incur by reason of any infringement which may occur.
The Supplier shall not without previous written consent of Lifting Gear Direct Ltd advertise or publicly indicate that he supplies goods to LIFTING GEAR DIRECT LIMITED.
All order acknowledgments, delivery notes, invoices etc., should clearly quote an official order number, failure to do so may delay processing and could result in a delayed payment.
All deliveries are deemed to be carriage free unless otherwise agreed in writing at the time of order.
Goods shall:- Conform as to quantity, quality and description with the particulars stated in the order. Be of sound materials and workmanship. Be equal in all respects to the samples, patterns or specifications provided or given by either party. Be capable of any standard of performance as specified in the order. If the purpose for which they are required is indicated in the Order, either expressly or by implication, be fit for that purpose. All goods to be manufactured to the latest national or international standards, where they exist. Any deviation from these standards must be notified in writing.
Before despatching the goods the Supplier shall carefully inspect and test them for compliance with the specification. The Supplier, if requested by the Buyer give the Buyer reasonable notice of such tests and the buyer shall be entitled to be represented thereat.
The Supplier shall also, at the request of the Buyer supply to the Buyer a copy of the Suppliers test sheets certified by the Supplier to be a true copy. If it is expressly agreed the Buyer will be entitled to inspect and test the goods during manufacture, processing or storage. If the Buyer exercises this right, the Supplier shall provide or shall procure the provision of all such facilities as may reasonably required by the Buyer therefore. If as a result of any inspection or test the Buyers representative is of the reasonable opinion that the Goods do not comply with the order, or are unlikely on completion of manufacture or processing so as to comply he shall inform the Supplier accordingly in writing and the Supplier shall take such steps as may be necessary to ensure such compliance. All goods must be supplied complete with Test Certificates of Certificates of Conformity as appropriate.
The goods shall be properly packed and secured in such a manner as to reach their destination in good condition and shall be delivered by the Supplier at the time or times and at the places or place in the manner specified in the Order and performance of this condition shall be of the essence of the contract. The goods shall be clearly marked and labelled in accordance with instructions given by LIFTING GEAR DIRECT LIMITED. Returnable cases, boxes or other packing will, unless it is otherwise agreed, not be paid for, but will be returned as soon as possible, at the Suppliers risk and expense. Where circumstances outside their reasonable control prevent LIFTING GEAR DIRECT LIMITED from accepting delivery of the goods under the Order, then LIFTING GEAR DIRECT LIMITED shall be entitled to defer Delivery of the Goods by written or other form of notice until such time that LIFTING GEAR DIRECT LIMITED are able to instruct the Supplier to resume delivery.
Unless otherwise agreed in writing the Buyer shall be entitled to reject goods delivered in excess of quantities ordered and all charges in respect of the same shall be the Suppliers responsibility.
The property in the Goods shall pass to the Buyer on delivery without prejudice to any right of rejection which may accrue to the Buyer under these conditions.
The Supplier will repair or replace, free of charge, Goods damaged or lost in transit provided the Buyer shall give the Supplier written notice of such damage or loss within such time as will enable the Supplier to comply with the carriers conditions of carriage, as affecting loss or damage in transit, or where delivery is made by the Suppliers own transport, within a reasonable time.
The Supplier shall deliver the Goods at the time specified in the order. Time shall begin to run from the date of acceptance by the Supplier of the Order or the date on which the Supplier is placed in possession of such information and drawings as may be necessary to enable him to start work on the Goods, which ever may be the later. If owing to industrial disputes or any causes outside the Suppliers control the Supplier is unable to deliver the Goods within the specified time then provided that the Supplier shall have given the Buyer notice in writing without delay of his intention to claim an extension of time, the Buyer shall grant the Supplier such extension of time as may be reasonable. If the Goods or any portion thereof are not delivered within the time or times specified in the Contract of any extension of such time or times, the Buyer shall be entitled to determine the Contract in respect of the Goods undelivered as aforesaid and of any other Goods already delivered under the Contract which cannot be effectively and commercially used by reason of the non-delivery of the Goods aforesaid as aforesaid. On such determination the Buyer shall be entitled:- To return to the Supplier at the Suppliers risk and expense any of the Goods already delivered but which cannot be effectively and commercially used as aforesaid and to recover from the Supplier any monies paid by the Buyer in respect of such goods. To recover from the Supplier any additional expenditure reasonably incurred by the Buyer in obtaining other Goods in replacement of those in respect of which the Contract has been determined.
The Buyer may be notice in writing to the Supplier reject the Goods if the Supplier fails to comply with his obligation and may also by notice in writing to the Supplier give within 28 days or such other period as may be agreed after delivery, reject any Goods which are found not be in accordance with the Order. The Buyer shall when given notice of rejection specify the reasons thereof and shall thereafter return the rejected Goods to the Supplier at the Suppliers risk and expense. In such cases the Supplier shall within a reasonable time replace such rejected Goods with Goods which are in all respects in accordance with the Order. Any money paid by the Buyer to the Supplier in respect of any rejected Goods not replaced by the Supplier within a reasonable time together with any additional expenditure over and above the Contract Price reasonably incurred by the Buyer in obtaining other Goods in replacement shall be paid by the Supplier to the Buyer.
The Supplier shall insure any material and property sent to the Supplier by the Buyer for any purpose in connection within the Contract against any damage which may occur to it whilst in his custody.
If within the period after delivery named in the Order (hereinafter called “the Guarantee Period” the Buyer gives notice in writing to the Supplier of any defect in the goods which shall arise under proper use from faulty design, (other than a design made, furnished or specified by the Buyer for which the Supplier has in writing disclaimed responsibility), materials or workmanship, then the Supplier shall with all possible speed replace or repair the Goods so as to remedy the defects without cost to the Buyer. The buyer shall, as soon as practicable after discovering any such defect or failure, return the defective goods or parts thereof to the Supplier and at the Suppliers risk and expense unless it has been agreed between the Parties that the necessary replacement or repairs shall be carried out by the Supplier on the Buyers premises. SUSPENSION AND CANCELLATION If the Supplier commits breach of this Contract or enters into any composition or arrangement with his creditors or any distress or execution is levied upon his goods or property or if the Supplier commits any act of bankruptcy or if being an incorporated Company shall have a receiver appointed of the whole of any part of its undertaking or assets or shall pass a resolution of winding up (except solely for the purpose of amalgamation or reconstruction) or a Court shall make an order to the effect, or if not being an incorporated Company shall have a receiving order made against it, the Company may defer or cancel any further deliveries of Goods further performance of work and treat this Contract as determined but without prejudice to its right to damages for the loss suffered in consequence thereof.
The price payable by the Buyer for the Goods shall be that stated at time of order. Payment of the price stipulated on the Order shall be made by the Buyer at the end of two full calendar months following the end of the month of delivery, unless extended credit terms are agreed or invoices are received after the sixth day of the month following the month of despatch.
If the Supplier suffers a bankruptcy petition, winding up petition or a petition for an administration order to be presented against it or gives notice to the official receiver of the Suppliers proposal for a voluntary arrangement or has a receiver or an administrative receiver appointed of all or any part of its property or makes any arrangement or composition with its creditors or suffers any distress or execution to be levied on its Goods or dies then the Buyer shall be at liberty:- To cancel the order summarily by notice in writing without compensation to the Supplier, or; To give the trustee in bankruptcy, official receiver, liquidator, administrator, receiver or administrative receiver as the case may be the option of carrying on the Contract.
The Supplier shall indemnify the Buyer in respect of all damage or injury occurring before the expiry of the Guarantee Period to any person or to any property against all actions, suits, claims, demands, costs, charges or expenses arising in connection therewith to the extent that the same shall have been occasional by the negligence of the Supplier, his servants or agents during such time as he or they were on, entering onto or departing from the Buyers premises for any purpose connected with the contract. In the event of any claim being made against the Buyer for any reason of any matter referred to and in respect of which the Supplier is liable under this clause the Supplier shall be promptly notified thereof any may at his own expense conduct all negotiations for the settlement of the same and any litigation that may arise therefrom. The Buyer shall not unless and until the Supplier shall have failed to take over the conduct of the negotiations or litigation make any admission which might be prejudicial thereto. The conduct by the Supplier of such negotiations shall be conditional upon the Contractor having first given the Buyer such reasonable security as shall from time to time be required by the Buyer to cover the amount ascertained, or agreed, or estimated as the case may be, of any compensation, damages, expenses and costs for which the Buyer may become liable. The Buyer shall at the request of the Supplier afford all available assistance for any such purpose and shall be repaid any out of pocket expenses incurred in so doing.
1974 The Supplier will make available upon request information about the design, construction and installation of Goods to ensure as far as is reasonably practicable they are safe and without risk to health when properly used. Prior to delivery the Supplier will inform the Company in writing of any precautionary methods of handling and storage for those goods which present hazards to Health & Safety.
The Company may apply any sum from the Supplier to the Company for any reason whatsoever in or towards payment of the Contract Price.
The Company reserves the right to correct any clerical error or typographical errors made by its employees, servants or agents at any time.
If at any time any one or more of the provisions of these conditions becomes invalid, illegal or unenforceable in any respect under any law the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired therby.
Unless otherwise agreed in writing between the parties the Contract shall be deemed to have been made in England and shall at all times be subject to English Law.
If any provision of this Contract shall be found at any time to be invalid such invalidity shall in no way prejudice or affect the remainder of the Contract which shall in full force and effect.