Conditions of Purchase

Interpretation
1. In these Conditions, the following words shall have the following meanings:
  
  Buyer
  
  means City Electrical Factors Ltd (CRN: 336408) whose registered office is at 141 Farmer Ward Road, Kenilworth, Warwickshire, CV8 2SU;
  
  Goods
  
  means the goods (or installments or parts thereof) described in the Order;
  
  Order
  
  means the Buyer's purchase order overleaf;
  
  Seller
  
  means the person, firm or company whose particulars appear in the Order;
  
  Services
  
  means the services (or installments or parts thereof) described in the Order.
2. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
Basis of Purchase
1. The Order constitutes an offer by the Buyer to purchase the Goods and/or acquire the Services (as the case may be) subject to these Conditions.
2. These Conditions shall apply to the contract between the Seller and the Buyer to the exclusion of any other terms on which any quotation has been given to the Buyer or subject to which the Order is accepted or purported to be accepted by the Seller and the Seller waives any right which it otherwise might have to rely on such terms.
3. Any written acceptance by the Seller of the Order (or, if no written acceptance is given, the delivery of the Goods and/or the performance of the Services (as the case may be)) shall be deemed an unconditional acceptance by the Seller of the Order and these Conditions.
4. No variation to the Order or these Conditions shall be binding unless agreed in writing by an authorised representative of the Buyer.
Specification
1. All Goods supplied by the Seller shall conform as to quality, quantity and description with the particulars and be fit for the purpose (if any) stated in the Order and any specifications, drawings, samples, designs, patterns or other information supplied by the Buyer, or specifically produced by the Seller for the Buyer, together with the copyright, design rights or other intellectual property rights in the same, shall be the exclusive property of the Buyer.
2. All specifications, drawings, samples, designs, patterns or other information supplied by the Buyer to the Seller shall be returned to the Buyer with advance copies before bulk deliveries are made.
3. The Buyer’s rights under these Conditions are in addition to the statutory conditions implied in favour of the Buyer by the Sale of Goods Act 1979 as amended.
4. The Seller shall comply with both the reasonable requirements of the Buyer from time to time (as notified to the Seller) and all applicable regulations and other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods and/or the performance of the Services (as the case may be) including (without limitation) The Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Regulations 2006 as amended or replaced from time to time.
5. The Seller shall not unreasonably refuse any request by the Buyer to inspect and test the Goods during manufacture, processing or storage at the premises of the Seller or any third party prior to despatch, and the Seller shall provide the Buyer with all facilities reasonably required for inspection and testing.
6. If as a result of inspection or testing the Buyer is not satisfied that the Goods will comply in all respects with the contract between the Seller and the Buyer, and the Buyer so informs the Seller after inspection or testing, the Seller shall take such steps as are necessary at its own expense to ensure compliance with the contract.
Price of Goods and Services
1. The price of the Goods and/or the Services (as the case may be) shall be as stated in the Order and, unless stated to the contrary and separately identified in the Order, shall be deemed to include all indirect charges such as packing, freight, insurance, import duties, delivery, Value Added Tax (VAT) and other like charges.
2. No increase in the price of the Goods and/or the Services (as the case may be) may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Buyer in writing.
Payment
1. The Seller shall be entitled to invoice the Buyer on or at any time after delivery of the Goods and/or performance of the Services (as the case may be) and each invoice shall quote the number of the Order and the Intrastat Commodity Code applicable to the contents of the Order.
2. Unless otherwise stated in the Order or otherwise agreed by the Buyer and the Seller in writing, the Buyer shall pay the price of the Goods and/or the Services (as the case may be) within 60 days after the end of the month of receipt by the Buyer of a proper invoice or, if later, after acceptance of the Goods and/or the Services (as the case may be) in question by the Buyer. In the event that the delivery of the Goods and/or the performance of the Services (as the case may be) occurs on or after the 25^th day of a month and the Seller issues its invoice to the Buyer prior to the end of that month, the applicable invoice shall be deemed to have been received by the Buyer on or after the first working day of the next month and the preceding provisions of this sub-clause (b) shall apply to the payment of such invoice.
3. The Buyer may set off against the price of the Goods and/or the Services (as the case may be) any sums owed to the Buyer by the Seller.
Delivery
1. The Seller will deliver the Goods and/or perform the Services in the manner and at the times stipulated in the Order and the time for delivery and/or performance (as the case may be) shall be of the essence of the contract. All Goods shall be delivered carriage paid unless agreed in writing.
2. Where the date of delivery of the Goods or the performance of the Services is to be specified after the placing of the Order, the Seller shall give the Buyer reasonable notice of the specified date.
3. If the Buyer is prevented from taking delivery of the Goods and/or the Services (as the case may be) or any installment by reason of any cause beyond the Buyer’s reasonable control, the Buyer shall have the right at its option to suspend or postpone delivery of the Goods and/or the Services (as the case ma
4. If the Order is cancelled by the Buyer under sub-clause (c) above, the Buyer shall:
  1. pay to the Seller the contract price of all Goods and/or Services (as the case may be) as shall have been delivered to and accepted by the Buyer at the date of such cancellation and in respect of which the Seller has not been paid and shall accept delivery and pay for Goods of the Buyer’s specification whi
  2. be entitled to reject the entirety of any Goods delivered, return the applicable Goods to the Seller at the expense of the Seller and recover from the Seller that part of the price of the Goods already paid (which the Seller agrees to pay upon request).
5. The Goods shall be packed or crated and protected as necessary during transit at the Seller’s expense so as to reach the Buyer in good condition and shall be at the Seller’s risk until delivery. Without limiting the Buyer’s remedies pursuant to condition 6(g) below, the Seller shall forth
6. The Goods or any part of the Goods when delivered shall be accompanied by a delivery note, such note to contain a description of the Goods and details of the mode and point of delivery.
7. The Buyer may reject any Goods delivered or due to be delivered which are not in accordance with the contract between the Seller and the Buyer or which the Buyer otherwise considers defective or inferior, and shall not be deemed to have accepted any Goods until the Buyer has had a reasonable time to inspect them
8. Where the Goods are subject to delivery by installments, the Buyer shall have the right to refuse any installment delivered after the due date (or reschedule future deliveries forming part of the same Order to avoid having excess stock holdings due to the failure of the Seller to deliver the Goods on the agreed
9. The Buyer shall not be obliged to return to the Seller any containers or other pacing or packaging material for the Goods, whether or not any Goods are accepted by the Buyer. If the Buyer agrees, collection of returnable containers shall be arranged by the Seller at the Seller’s own risk and expense.
Risk and Title
1. Unless otherwise agreed in writing by the Buyer, risk of damage to or loss of the Goods shall pass to the Buyer on delivery to the Buyer in accordance with these Conditions.
2. The property in the Goods or any installment shall pass to the Buyer on delivery, unless payment for the Goods has been 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 between the Buyer and the Seller.
3. The Seller shall insure the Goods for the full reinstatement value thereof up to the date of delivery.
Warranties and Liability
1. The Seller warrants to the Buyer that the Goods:
  1. 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 Buyer or made known to the Seller in writing at the time the Order is placed;
  2. will be free from defects in design, material and workmanship;
  3. will correspond with any relevant specification or sample;
  4. will not infringe the patent, copyright, design right, trade mark or other intellectual property rights of any other person; and
  5. will comply with all statutory requirements and regulations relating to the sale of the Goods.
2. 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.
3. Without prejudice to such other rights as the Buyer may have by law statute or otherwise, if any Goods or Services are not supplied or performed in accordance with the contract between the Seller and the Buyer, the Buyer shall be entitled within 12 months (or such other period as may be agreed between the Seller and the Buyer in writing) from the date on which the Goods are accepted by the Buyer or by the Buyer’s customer (whichever shall be the later) or the performance of the Services (as the case may be):
  1. to require the Seller, by giving written notice to the Seller, at its own cost and expense to carry out such repairs to the Goods and/or supply and fit replacement Goods and/or parts as are necessary to ensure that the supplied Goods accord with the contract (provided that the Buyer may at its option itself repair the defective Goods and charge the Seller with the cost thereof) and/or supply replacement Services in accordance with the contract (in both cases within such period set out in such notice (and, if no period is specified, within 14 days of the Seller’s receipt of such notice); or
  2. 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 of the Goods and/or the Services (as the case may be) which has been paid.
4. All replacement parts supplied by the Seller in accordance with the provisions of sub-clause (c)(i) hereof shall be subject to repair or replacement in accordance with sub-clause (c)(i) hereof for a period of 12 months from the date of which such replacement parts are supplied and fitted.
5. The Buyer reserves the right to assign the benefit of the warranty herein contained and all its rights thereunder to any customer of the Buyer to whom the Goods are sold or transferred by the Buyer.
6. The Seller shall indemnify the Buyer in full against all loss, damage, injury, costs and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with:
  1. breach of any warranty given by the Seller in relation to the Goods and/or the Services (as the case may be);
  2. any claim that the Goods infringe, or their importation, use or resale, infringes, the patent, copyright, design right, trade mark 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;
  3. any liability under the Consumer Protection Act 1987 in respect of the Goods;
  4. any act or omission of the Seller or its employees, agents or sub-contractors in manufacturing, supplying, delivering and/or installing the Goods; and
  5. any act or omission of any of the Seller’s personnel in connection with the performance of the Services.
Termination/Cancellation
1. The Buyer may cancel the Order without liability to the Seller 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.
2. The Buyer may terminate the contract between the Seller and the Buyer without liability to the Seller by giving notice to the Seller at any time if:
  1. the Seller shall fail to deliver the Goods and/or perform the Services (as the case may be) on the due date or shall commit a serious breach or shall after due warning continue any breach of its obligations under the contract between the Seller and the Buyer, or do anything which the Buyer reasonably considers indicates that the Seller is or will be unable or unwilling to perform the contract; or
  2. any distress, execution or other legal process is levied upon of the Seller’s assets, or
  3. the Seller shall make arrangements or composition with its creditors, commit any act or bankruptcy or (being a corporation) shall enter into liquidation or have a winding up petition presented against it or call a meeting of its creditors or suffer the appointment of a receiver in respect of any part of its undertaking or assets; or
  4. the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.
General
1. The Buyer is a member of a group of companies and accordingly the Buyer may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group.
2. 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 rights or subcontract any of its obligations under the contract between the Buyer and the Seller.
3. Any notice required or permitted to be given by either party to the other under these Conditions shall be given in writing and addressed to the other party at its registered office, principal place of business or at such other address as may be notified to the other party from time to time.
4. No waiver by the Buyer of any breach of contract by the Seller shall be considered a waiver of any subsequent breach of the same or any other provision.
5. If any term of these Conditions prove illegal or unenforceable in whole or part, such term shall be deemed excised from these conditions without effect upon the validity of the remainder of these Conditions.
6. A person who is not a party to the contract between the Buyer and the Seller has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of such contract.
7. These Conditions and the contract between the Buyer and the Seller shall be governed by the laws of England, and the English Courts shall have exclusive jurisdiction.

Conditions of Purchase

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