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Conditions of Purchase

Conditions of Purchase

Version amended September 2013

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1. DEFINITIONS

In these Conditions, the following expressions shall have the following meanings:

A) “the Company” – Beakbane Limited

B) “the Supplier” – any person firm or company with whom the Company contracts for the supply of goods work or work and materials or services.

C) “Order” – any order or request by the Company to the Supplier made in writing on the Company’s Order Form for the supply of goods work or work and materials or services.

2.  GENERAL.

A) Each and every Contract (“the Contract”) made between the Company and the Supplier pursuant to an Order shall be subject to and incorporate in their entirety these Conditions and all the terms of the Contract shall be those contained expressly or by reference in the order

B) The Company shall not be liable for any Orders other than those issued and confirmed on our official printed Order signed by a person duly authorised on our behalf.

3.  QUALITY ETC.

All goods, work or work and materials or services supplied or used in pursuance of the Contract shall be of the highest quality  and suitable in every respect for the purpose for which they are required and shall correspond in every respect with any sample,  patent, specification, description or drawing relating thereto. The Supplier shall also ensure that the goods, work or work and materials or services will comply in all respects with all relevant statutory regulations relating thereto.

4.  APPROVAL AND ACCEPTANCE.

All goods and materials supplied and work and services performed under the Contract shall be subject to acceptance and approval by the Company and any goods or materials or work rejected by the Company may be returned to the Supplier at the Supplier’s expense and until return shall remain at the Company’s premises or on any other location or site to or at which the goods, work or work and materials were delivered or performed (as the case may be) at the Supplier’s risk.

5.  INSPECTION.

The Company, its servants  or agents shall be entitled  to inspect and examine  all goods work or work and materials or services being produced supplied or performed pursuant to the Contract and for this purpose the Supplier shall afford the Company its servants or agents access at all reasonable times in normal working  hours to the Supplier’s premises  or any other locations or sites where the goods work or work and materials or services are being produced supplied or performed (as the case may be). If upon any such inspection, any goods work or work.and materials  or services shall be found to be defective or not in accordance with the Contract, the Supplier shall forthwith at his own expense  make good such defect  and/or  ensure that the goods, work or work and materials or services  (as the case may be) comply  in all respects with the Contract. Approval by the Company its servants or agents of the goods  work or work and materials or services pursuant to this condition shall not be deemed to be acceptance of the same for the purposes of the preceding Condition 4 hereof.

6.  DRAWINGS, DESIGNS AND SPECIFICATIONS ETC.

All drawings designs specifications and other technical documents and samples supplied by the Company to the Supplier for the purposes of the Contract shall remain the exclusive property of the Company and the Supplier shall not without the prior written consent of the Company copy  or reproduce transmit or communicate the same to any third party and the Supplier shall procure  that its employees servants and agents  shall also comply with this condition.

7.  PATENTS ETC.

A) Where any goods  are manufactured or work  and work  and materials are supplied by the Supplier specifically in accordance with the Company’s designs drawings and specifications the Company shall indemnify the Supplier against  any and all claims  for infringement of patent or trade mark registered design copyright or any other proprietary or industrial property rights  made against the Supplier in respect thereof.

B) In any other case, the Supplier warrants that the goods  materials supplied and work performed will not infringe  any patent, trade mark,  registered design  copyright or other  proprietary or industrial property rights  of any third party  and will indemnify the Company against  any and all claims  made against the Company in respect thereof.

8.  RISK AND TITLE.

Unless otherwise agreed in writing, the Supplier shall bear the risk of loss, destruction or damage to any goods  work and materials  until in the case of goods delivery is effective  in accordance with Condition 10 hereof at the place of delivery specified in the Order or otherwise as directed by the Company or in the case of work or services  the completion thereof to the Company’s satisfaction. The property in such goods and such materials  shall pass to the Company on delivery  thereof or upon completion of the work or services  as the case may be.

9.       SAMPLE.

If specified in the Order by the Company, the Supplier shall submit samples for approval and the bulk of the Order shall not be started until the Company has communicated its approval in writing. The Company may retain the samples until the Order is completed or the whole of the goods, work and materials delivered.

10.   DELIVERY.

A) Time shall be the essence  of each and every Contract and delivery  or performance must  be effected within  the time specified in the Order failing which  the Company reserves  the right to rescind the Contract and recover from the Supplier any direct  or consequential loss thereby incurred Delivery  shall only be effected under the Contract when the goods  or work and materials are received at the Company’s works or on site (as the case may be) by the Company’s duly authorised representative and the signature of such representative on the Supplier’s delivery  advice  note only shall be evidence of such delivery.

B) Notwithstanding the provision of sub-clause (A) of this Clause the Company shall be entitled to regulate the rate of delivery of performance of the goods, work or work and materials or services by means  of Delivery  Schedules. The Company shall be entitled to amend or update any Delivery  Schedule upon giving  reasonable notice  in writing to the Supplier. If the Supplier fails to, accept and comply with  any reasonable Delivery  Schedule or any amendments thereto submitted by the Company, the Supplier shall be deemed to be in breach  of the Contract and shall pay to the Company as damages for the breach all  costs  and  expenses incurred  by  the  Company as  a result  thereof  and  in  particular but  without prejudice to  the  generality of  the  foregoing all  sums expended by the Company in securing alternative supplies of all or any of the goods, work  or work  and materials or services specified in the Contract (including any sum expended by reason  of any increase  in the price thereof) and any loss suffered  by the Company as a result of delays  in its production.

C) Unless the Company expressly agrees otherwise in writing, all goods and materials supplied are to be delivered by the Supplier carriage paid to the address for delivery specified in the Order.

D) The Supplier shall send to the Company on the date of despatch of the goods and under separate cover an advice note, quoting the appropriate Order numbers, quantity, part numbers and the route of the delivery.  A copy of the note should be enclosed with the goods.

E) The goods must be packed by the Supplier in such a manner as to ensure safe transit.  No extra charges will be accepted by the Company for packaging.

11.   PRICES AND PAYMENT.

A) All goods, work and materials are to be invoiced at the prices as specified on the relevant Order. No variations in the Contract Price will be accepted by the Company unless variations are agreed in writing by the Company.

B) Where goods work or materials supplied are subject to VAT a customer shall show this as a separate item on the invoice which shall show the Supplier’s VAT registration number.  In the absence of this information, the Company shall be under no obligation to pay VAT.

C) Payment will be made at the end of the month following the month of receipt of the invoice, subject to compliance in all respects by the supplier with its obligations under the contract. If the supplier is in breach of any such obligation at the date for payment, the company shall be entitled to withhold payment in whole or in part until such breach has been remedied by the supplier.

12.   CANCELLATION AND DELAYS.

The Company may cancel any Order (notwithstanding that the Supplier shall have accepted the same) or delay the delivery  of any goods  or completion of any work and shall not thereby incur any liability  in respect  thereof if owing  to any cause beyond  the Company’s control  the Company has no need of the goods  work or materials  or some part thereof or is unable to take delivery  of such goods  or to afford to the Supplier access  to the site where the work is to be performed provided that in the event of cancellation the Company will reimburse to the Supplier such of the Supplier’s reasonable cost and expenses as the Company shall be able to recover from any third party.

13.   SET-OFF.

The  Company shall be entitled to apply  any moneys  due to the Supplier under any Contract in or towards payment of any sum owing  by the Supplier to the Company  in relation to  any  matter  whatsoever. For  this  purpose reference  to  “the  Company” and  “the Supplier” include  any  Company which  is for  the purposes of the Companies Act 1985 a subsidiary or holding company or a subsidiary of a holding company of the Company or the Supplier respectively. The Supplier shall not be entitled to any such right of set-off.

14.   INSURANCE AND INDEMNITY.

Where any work or services are to be undertaken or supplied by the Supplier otherwise than at the Supplier’s premises, the Supplier shall adequately insure against all Employer’s Liability and Third Party Risks, including Third Party Fire Risks arising out of or in connection with the execution of such work and/or the performance of such services  and shall produce to the Company on demand the policies of such insurances together with the receipts for premiums if requested. In the event of the Supplier failing to effect such insurances the Company shall implement insure on behalf of the Supplier and to deduct the amount of any premium so paid by the Company from any amounts due to the Supplier under the Contract. In addition, the Supplier shall also indemnify and adequately insure the Company against all claims and all costs in respect of any injury loss or damage to persons or property caused  by the works  or services  carried  out or performed by the Supplier or by the execution thereof or by its workmen. It is a condition of the Contract that the Supplier’s employees servants and agents become acquainted and comply with the fire precautions and regulations in existence on any site where any work is to be carried out or services performed.

15.  TOOLING.

A) All tools (including but not limited  to fixtures,  gauges,  moulds, patterns etc.) furnished by the Supplier and charged to the Company shall remain the property of  the Company and shall be maintained by the Supplier in a condition to be suitable for Production at all times.

B) All tools furnished by the Supplier and charged to the Company shall be used exclusively for the Companies goods.

C) All tools are to be adequately insured  by the Supplier whilst  on their premises with a certified copy  of insurance to be available  if requested.

D) All tools which are the property of the Company may be removed by the Company at any time at its convenience.

16. TERMINATION.

The Company may by notice  in writing to the Supplier (without prejudice to any other rights  or remedies available  to it) immediately terminate the Contract in  respect of the whole  or any part of the goods, work and material  or services  if the Supplier:-

A) Commits any breach of or fails to observe, perform or comply with any of its obligations under the Contract.

B) (Being a individual or partnership) the Supplier or any partner in the Supplier appears to be unable to pay his debts within Section 268 of the Insolvency Act 1986 or presents his own or has presented against him a bankruptcy petition.

C) (Being a Company) is deemed to be unable  to pay its debts  within  Section 123 of the Insolvency Act 1986 or calls a meeting or presents or has presented a petition to wind up or presents or has presented a petition to appoint an administrator or has an administrative receiver,  receiver  or manager of any of its assets  appointed.

D) Has any distress or execution levied on its assets which is not paid out within 7 days of its being levied.

E)  Makes any voluntary arrangement within Section 1 or Section 253 of the Insolvency Act 1986.

F) Suffers any procedure analogous to that set out in clauses 16(B) to 16(E) inclusive of this condition in the country in which it is constituted. Upon  the termination of the Contract pursuant to this condition, the Supplier shall not be entitled to any compensation in respect thereof  but shall forthwith supply  to Company such of the goods, work  and materials or services  as have been finished against  payment by the Company therefore in accordance with the Contract, the Company being entitled to deduct from any sums due to the Supplier under this Condition the amount of any additional costs and expenses incurred by the Company in completing the work  or in obtaining replacement goods, material  or services.

17.   INDEMNITY.

The  Supplier shall keep the Company fully and effectively indemnified against  all costs, claims,  actions, damages, expenses, losses  or liabilities (including economic or consequential loss) resulting directly or indirectly from the failure of the Supplier for any reason to perform the Contract in accordance with its terms  or resulting from any defect  in the goods, work  and materials or services  the subject of the Contract including all such claims  for public liability  and all such  claims  made under  the Consumer Protection Act 1987 (except  where and to the extent  that the goods  and material  have been manufactured or supplied or the work  or services  have been performed in accordance with  specifications or designs of the Company) or resulting from any failure by the Supplier to comply with the Control of Substances Hazardous to Health  Regulations (1988).

18.   The Supplier shall not without the prior written consent of the Company assign, sublet or subcontract any of its rights or duties under this Contract.

19.   Neither   this Contract nor the Company’s name shall be used by the Supplier for advertisement or publicity purposes without the Company’s prior written consent.

20.   WAIVER.

The waiver by the Company of any breach of any provision of the Contract shall not prevent the subsequent enforcement of that provision and shall not be deemed to be waiver of any subsequent breach of that or any other provision.

21.   LAW.

The Contract shall be governed by and construed in all respects in accordance with the laws of England.

22.   JURISDICTION.

The Company and the Supplier submit themselves to the exclusive jurisdiction of the English Courts except  in such circumstances where the country in which the   Supplier is  constituted is  not  a party  to  an  agreement  with  the  United  Kingdom  for  the  reciprocal  enforcement of  judgments when  all  disputes in connection with these Conditions shall be finally settled  under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules. Such arbitration shall take place in London.