1. Definitions
“The Contract Works” means the works as described in the Purchase Order of which the Goods form part.
“The Purchase Order” means the agreement between the Supplier and the Buyer including the Purchase Order Form and any specifications, drawings, bills of quantities and other such details appended, attached or referred to therein but excluding any of the Suppliers standard printed terms and conditions that may be included in such documents.
“The Goods” means the materials or goods described in the Purchase Order.
“The Buyer” means any member of Fleetwood group of companies including that company so named on the front of the Purchase Order or any such group company that the Purchase Order may be subsequently assigned or transferred to.
“The Supplier” means the company, firm or person so named on the front of the Purchase Order.
“The Main Contract” means the contract between the Buyer and the Main Contractor.
“The Delivery Address” means the address so named on the front of the Purchase Order and the address to which the Goods are to be supplied.
“The Delivery Date” means the date(s) by which the Goods are required as detailed on the Purchase Order.
2. Acceptance
2.1 Nothing contained in any document referred to in the Supplier’s acceptance of the Purchase Order, delivery note or other such documents shall override or modify the terms and conditions herein. Delivery of Goods by the Supplier shall constitute acceptance by the Supplier of the Purchase Order and the terms and conditions therein.
2.2 The Supplier shall be deemed to have full knowledge of the provisions on the Main Contract, other than the Buyer’s prices, and the Buyer if so requested shall supply the Supplier with a copy of the Main Contract at the Suppliers’ expense, excluding the Buyer’s prices.
3. Supply of Goods
3.1 The Supplier shall supply the Goods in accordance with the Purchase Order and in conformity with all reasonable directions of the Buyer and such Goods shall be of the quality and standard so described within the Purchase Order.
3.2 The Supplier shall supply the Goods so that no act or omission by the Supplier in relation thereto shall cause or contribute to any breach by the Buyer of his obligations under the Main Contract or any other ancillary agreement the Buyer may have.
3.3 Where it is necessary for the Supplier to produce working or fabrication drawings then the Supplier shall be entirely responsible to ensure that the preparation of such drawings is completed and the relevant approvals of such drawings are obtained in good time to enable the Supplier to achieve the Delivery Date.
3.4 The Supplier shall be deemed to have satisfied himself as to the extent and nature of the Goods to be provided and the absolute requirements of the Buyer.
3.5 The Supplier shall ensure that the Buyer has full rights of access to the Supplier’s premises and those of his Sub-contractors and Agents for the purpose of inspections and tests which the Buyer may reasonably require, the cost of such inspections and tests to be borne by the Supplier.
3.6 The Supplier shall not assign or sub-let the whole or any part of the manufacture or supply of the Goods without the prior written consent of the Buyer.
4. Suppliers Default
4.1 The Supplier shall be liable for and shall indemnify the Buyer against any loss, liability, claims or proceedings howsoever arising from or by reason of carrying out the supply of the Goods to the extent that the same is due to any negligence, breach, default or omission of the Supplier.
4.2 Without prejudice to any other rights and remedies the Buyer may possess the Supplier shall make good by replacement or as otherwise directed by the Buyer any defects or imperfections in the Goods as the Buyer is liable to do so under the Main Contract. The Supplier shall bear the loss, damage or expense reasonably incurred by the Buyer as a consequence of such defects or imperfections.
5. Variations
5.1 The Buyer may issue any reasonable written instructions to the Supplier which may constitute a variation, addition or omission to the supply of the Goods. The Supplier shall forthwith comply with such written instruction.
5.2 Should the Supplier fail to comply with the reasonable written instruction of the Buyer within five working days the Buyer may issue written notice to the Supplier of his intention to employ others to comply with such written instruction should the Supplier not comply within a further five working days. Should the Suppliers default continue for a further five working days the Buyer may employ others to comply with the written instruction and all reasonable costs incurred or likely to be incurred by the Buyer in undertaking the same may be deducted from any payment due to the Supplier or recovered as a debt from the Supplier.
5.3 Save and to the extent that a written instruction is required as a result of the Suppliers default then all instructed variances to the Goods shall be valued by the Buyer with reference to the rates and prices detailed within the Purchase Order. If there are no such rates and prices that in the opinion of the Buyer are appropriate the Buyer shall value the instruction by reference to fair and reasonable rates and prices. The value of such variations shall be added or deducted from the price as the case may require.
5.4 Save where a written instruction is raised by the Buyer the Supplier shall not make any variation to the Goods without the written consent of the Buyer.
6. Payment and Vesting of Goods
6.1 The amount due to the Supplier shall be the total value of the Goods correctly invoiced and properly completed and delivered to the Delivery Address and which value shall be ascertained by reference to the price adjusted in accordance with Clause 5.3 less any previous payments and subject to any retentions or discounts as described within the Purchase Order.
6.2 A delivery note must accompany the Goods delivered by the Supplier. The delivery note must be signed by the named representative of the Buyer at the time of delivery and no payment shall become due without the aforementioned proof of delivery being provided.
6.3 Goods must be invoiced separately and each invoice must be sent to the accounts address stated in the Purchase Order and must quote the Purchase Order Number.
6.4 The Buyer and Supplier shall comply with the laws on Value Added Tax and those which concern the operation of such procedures.
6.5 The price quoted shall include for all necessary appropriate and secure packaging together with the cost of delivery and the removal of such packaging off site when so requested by the Buyer.
6.6 A signed delivery note or payment shall not be so construed as acceptance that any of the Goods are in accordance with the Purchase Order and shall not impair or restrict any rights that the Buyer may have under the Purchase Order or otherwise.
6.7 Without prejudice to any other rights or remedies the Buyer may possess the Buyer shall be entitled to deduct or withhold any costs that he has incurred or is likely to incur due to a breach or failure of the Supplier to observe the provisions detailed within the Purchase Order.
7. Deliveries and Shortages
7.1 Delivery of the Goods to the Delivery Address shall be commenced and completed upon the Delivery Date(s) and within any other periods specified within the Purchase Order subject only to a fair and reasonable extension of time being granted by the Buyer should the Buyer be in breach of his obligations under the Purchase Order or if the Buyer is entitled to be granted an extension of time under the Main Contract in respect of a matter directly related to the Goods provided always that it shall be a condition precedent that the Supplier shall give written notice to the Buyer describing the circumstances which are delaying the Supplier within five working days of the delay or potential delay occurring together with fully detailed and substantiated particulars justifying the extension of time claimed. Should the Supplier fail to comply with these provisions no extension of time shall be granted.
7.2 When the Goods or a part thereof are delivered to, placed on or adjacent to the Delivery Address they shall become the property of the Buyer and shall not be removed by the Supplier unless the Buyer has so consented in writing.
7.3 Without prejudice to the Paragraph 7.2 if the value of the Goods or any part thereof has been included in an interim certificate under which the amount properly due to the Seller has been discharged by the Buyer the Goods shall become the property of the Buyer and the Supplier shall not deny that such Goods have become the property of the Buyer.
7.4 No responsibility is accepted by the Buyer to notify the Supplier of any shortfalls, non deliveries or defects within a prescribed time period.
7.5 No liability is accepted by the Buyer in respect of any costs, losses or damages arising from or out of any subsequent requirement of the Buyer to delay the delivery of the Goods beyond the Delivery Date.
8. Buyers Remedies
8.1 Without prejudice to any other right or remedies the Buyer may at any time determine the supply under the Purchase Order by means of a written notice.
8.2 The Purchase Order shall automatically be determined without the need for written notice should the Buyers employment be determined under the Main Contract or the Supplier becomes bankrupt or goes into receivership, liquidation, administration or the like.
9. Quantities
9.1 Where the quantities within the Purchase Order are stated to be approximate the Buyer offers no guarantee that that they are correct and the Buyer shall be liable to pay only for those Goods actually taken up at the price per quantity detailed within the Purchase Order.
10. Health and Safety at Work Act
10.1 The Supplier shall comply with and work in compliance with the Buyers’ Health and Safety Policy, the Health and Safety at Work Act 1974, the Control of Pollution Act 1974, and the Environmental Protection Act 1990 together with any subsequent enactments thereof together with any subsequent legislation concerning health, safety or environmental matters.
10.2 The Supplier shall comply with any site specific directions, instructions, restrictions and obligations that may be in force on the Delivery Date at the Delivery Address.
10.3 The Supplier warrants that is has notified the Buyer of any risk to health and safety inherent in the Goods or likely to arise in their use and that the Supplier will prior to delivery of the Goods provide adequate information or instruction to the Buyer to ensure that the Goods when used, may be used without risk to Health and Safety.
11. Interpretation of Purchase Order Conditions
11.1 The Law of England shall be the proper law applicable to the Purchase Order and a dispute or difference hereunder shall be subject to the jurisdiction of the English Courts.