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St Andrew’s Healthcare – TERMS OF PURCHASE
Interpretation
In these conditions:
‘Buyer’ means All establishments covered by ‘The St Andrew’s Healthcare’ Registered Charity Number 1104951.
‘Conditions’ means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
‘Contract’ means the contract for sale and purchase of the Goods and the supply and acquisition of the Services.
‘Delivery Address’ means the address stated on the Order.
‘GOODS’ means the goods (including any instalment of the goods or any part of them) described in the Order.
‘ORDER’ means the Buyer’s purchase order to which these Conditions are annexed.
‘PRICE’ means the price of the Goods and/or the charge for the Services.
‘SELLER’ means the person so described in the Order.
‘SERVICES’ means the services (if any) described in the Order.
‘SPECIFICATION’ includes any plans, drawing, data or other information relating to the Goods or Services.
Any reference in these Conditions to statute or a provision of a statute of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
The headings in these Conditions are for convenience only and shall not affect their interpretation.
Basis of Purchase
The order constitutes an offer by the Buyer to purchase the Goods and/or acquire the Services subject to these Conditions.
These Conditions shall apply to the Contract to the exclusion of any other terms and conditions on which any quotation has been given to the Buyer or subject to which any quotation has been given to the Buyer at any time prior to its unconditional acceptance by the Seller.
No variation to the Order or these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
Specifications
The quantity, quality and description of the Goods and/or the Services shall, subject as provided in these Conditions be as specified in the Order and/or in any applicable Specification supplied by the Buyer to the Seller or agreed in writing by the Buyer.
Any Specification supplied by the Buyer to the Seller, or specifically produced by the Seller for the Buyer, in connection with the Contract, together with the copyright design rights or any other intellectual property rights in the Specification, shall be the exclusive property of the Buyer. The Seller shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Seller, or as required for the purpose of the Contract. The Seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packing and deliver of the Goods and the performance of the Service.
Price of the Goods and Services
The Price of the Goods and the Services shall be as stated in the Order and, unless otherwise so stated, shall be:
Exclusive of any applicable value added tax (which shall be payable by the Buyer subject to receipt of a VAT invoice);
and
inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties, imposts or levies other then value added tax.
No increase in the Prices may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of the Buyer.
The Buyer shall be entitled to any discount for prompt payment, bulk purchase volume of purchase customarily granted by the Seller, whether or not shown on its own terms and conditions of sale.
Terms of Payment
The Seller shall be entitled to invoice the Buyer on or at any time after delivery of the Goods or performance of the Services, as the case may be, and each invoice shall quote the number of the Order.
Unless otherwise stated in the Order, the Buyer shall pay the price of the Goods and the Services within 45 days after the end of the month of receipt by the Buyer of a proper invoice, or, if later, after acceptance of the Goods or Services in question by the Buyer.
The Buyer shall be entitled to set off against the Price any sums owed to the Buyer by the Seller.
Delivery
The Goods shall be delivered to, and the Services shall be performed at, the Delivery Address on the date or within the period stated in the order, in either case during the Buyer’s usual business hours.
Where the date of delivery of the Goods or of performance of the Services is to be Specified after the placing of Order, the Seller shall give the Buyer reasonable notice of the specified date.
The time of delivery of the Goods and of performance of the Services is of the essence of the Contract.
A packing note quoting the number of the Order must accompany each delivery of consignment of the Goods and must be displayed prominently.
If the Goods are to be delivered, or the Services are to be performed by instalment, the Contract will be treated as a single contract and not severable.
The Buyer shall be entitled to reject any Goods delivered which are not in accordance with the Contract and shall not be deemed to have accepted nay Goods until the Buyer has had a reasonable time to inspect them following Delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent. The Seller shall supply the Buyer in good time with any instructions or other information required to enable the Buyer to accept delivery of the Goods and performance of the Services.
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The Buyer shall not be obliged to return to the Seller any packaging or packaging materials for the Goods, whether of not any Goods are accepted by the Buyer. If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other remedy, the Buyer shall be entitled to deduct from the Price or (if the Buyer has paid the Price) to claim from the Seller by way of liquidated damage for delay a sum appropriate to the loss incurred or if no specific amount calculable, 5% of the contracted price for every week’s delay, up to a maximum of 50%.
Risk and Property
Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Contract. The Property in the Goods shall pass to the Buyer upon delivery, unless payment for the Goods is made prior to delivery, when it shall pass to the Buyer once payment has been made and the Goods have been appropriated to the Contract.
Warranties and Liability
The Seller warrants to the Buyer that the Goods:
Will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Seller or made known to the Seller in writing at the time the Order is placed;
Will be free from defects in design, material and workmanship;
Will correspond with any relevant specification or sample;
And
Will comply with all statutory requirements and regulations relating to the sale of the Goods.
The Seller warrants to the Buyer that the Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the Buyer to expect in all the circumstances.
The Seller represents and warrants that:
no error or interruption in the operation of the Goods will result directly or indirectly from the extra day occurring in any leap year in the 21st Century or from the occurrence of any other date;
the Goods will not process any data which includes a date which does not specify the Century;
all date related output and results produced by the Goods shall include an indication of the Century;
the Goods will produce accurate results in respect of calculations and other data processing which span the 20th and 21st Centuries.
To the extent that the Seller fails in any respect to comply with the above Year 2000 Compliance Warranty, the Seller agrees to indemnify completely and hold fully harmless the Buyer against any loss, damage or expenses (including legal fees) sustained or incurred directly or indirectly as a result of such a failure.
Without prejudice to any other remedy, if any goods or services are not supplied or performed in accordance with the Contract then the Buyer shall be entitled to require the Seller to repair the Goods or to supply replacement Goods or Services in accordance with the Contract within 7 days; or
At the Buyer’s sole option, and whether or not the Buyer has previously required the Seller to repair the Goods or to supply any replacement Goods or Services, to treat the contract as discharged by the Seller’s breach and require the repayment of any part of the Price which has been paid.
The Seller shall indemnify the Buyer in full against all liability, loss, damage, cost and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with:
Breach of any warranty given by the Seller in relation to the Goods or Services;
Any claim that the Goods infringe, or importation, use or resale, infringes, the patent, copy write, design right, trademark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Buyer:
Any liability under the Consumer Protection Act 1987 in respect of the Goods;
Any act or omission of the Seller or its employees, agents or subcontractors in supplying, delivery and installing the goods; and
Any act or omission of any Seller’s personnel in connection with the performance of the Services.
Termination
The Buyer shall be entitled to cancel the Order in respect of all or part only of the Goods and/or the Services by giving notice to the Seller at any time prior to delivery or performance, in which event the Buyer’s sole liability shall be to pay to the Seller the Price for the Goods or Services in respect of which the Buyer has exercised its rights of cancellation, less the Seller’s net saving of cost arriving from cancellation.
The Buyer shall be entitled to terminate the contract without liability to the Seller by giving notice to the Seller at any time if:
The Seller makes any voluntary arrangement with its creditors (within the meaning of the insolvency act 1986) or (being and individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction);
Or an encumbrancer takes procession, or a receiver is appointed, of any of the property or assets of the Seller;
Or the Seller ceases, or threatens to cease to carry on a business;
Or the Buyer reasonably reasonable apprehends that any of the events mentioned above is about to occur in relation to the Seller and notify’s the Seller accordingly.
General
The Order is personal to the Seller and the Seller shall not assign or transfer or purport to assign or transfer to any other person any of its obligations under the Contract.
Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
No waiver by the Buyer of any breach of the contract by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision. If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provision of these conditions and the remainder of the provision in question shall not be affected thereby.
The contract shall be governed by the laws of England and the Seller and Buyer agree to submit to the non-exclusive jurisdiction of the English Courts.
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