Purchase Terms and Conditions

1. Acceptance

The order shall not be binding upon the purchaser until accepted by the supplier (by return of the suppliers order acknowledgment). The purchaser reserves the right to reject any acceptance which is received by the purchaser more than fourteen working days after the date of the order. Other terms and conditions shall only apply where expressly agreed in writing by the purchaser.

2. Authority

The purchaser shall not be liable for any order, order amendment or instructions to proceed with orders unless and until authorised or confirmed on the purchaser’s printed order or amendment form.

3. Prices

Unless specifically agreed otherwise all prices shall be fixed firm and not subject to any form of surcharge or variation.

4. Cancellation

Any time or period for delivery dispatch or completion shall be of the essence. The purchaser shall also be entitled to cancel the order or any part thereof and/or claim reimbursement for all losses and expenses suffered in the event:-

• the supplier fails to deliver goods or provide services in accordance with the terms of the order.
• the supplier fails to make progress with the order so as to jeopardise the purpose of the order.

5. Sub Contracting

None of the work covered by the order shall be sub-contracted without the prior permission of the purchaser except as is customary in the trade. The supplier shall remain responsible for the performance of the order.

6. New Materials

Unless specifically agreed otherwise all materials to be supplied under the order are to be new and no materials disposed of as surplus by Her Majesty's Government are to be included.

7. Access

Upon the purchaser providing reasonable written notice, the supplier shall (and procure that its’ sub-contractors shall):-

• allow the purchaser and persons authorised by the purchaser (which may include the purchasers’ customer) access to the suppliers’ premises (and those of its’ sub contractors) as are being used to carry out work on the supplies in order to inspect and audit the facilities, processes and procedures used in manufacturing the supplies;
• provide adequate data to the purchaser relating to progress of work on the supplies and their quality; and
• provide all necessary assistance to enable the rights set out in Condition 7 to be exercised fully. Reasonable facilities shall be provided at the suppliers expense for the inspector or representative. The supplier will provide the purchaser with such certificates as the purchaser may require. Such inspection does relieve the supplier of any liability nor does it imply acceptance of the goods or work which are not the subject matter of the order.

8. Packing, Delivery and Marking

All goods supplied against the order must be adequately protected against damage and deterioration on transit and delivered, carriage paid or as otherwise notified in writing to the supplier and must bear the purchaser’s number on the package thereof. The goods shall be at the suppliers risk until delivered to the purchaser at the point specified in the order unless the purchaser otherwise agrees in writing. Unless otherwise provided in the order all containers and packing materials supplied by the supplier shall be considered non-returnable and their costs shall be included in the price. Where the purchaser receives goods as unexamined the purchasers rights to subsequently inspect the goods and reject them if they do not comply with the specification or claims for shortage shall not be prejudiced. When goods are rejected they will be returned at the suppliers risk and expense.

9. Passing or Property

Property in the subject of the order shall pass to the purchaser no later than the time of delivery provided that any passing of title shall not prejudice either the purchasers right to reject for non-conformity with specification or any other rights that the purchaser may have under the order provided that where advance or progress payments are made title but not risk shall pass to the purchaser as soon as items are allocated to the order. All items so allocated shall be adequately marked and recorded as being the property of the purchaser.

10. Payment

Inattention to the following details may mean delay in payment but no prompt discount shall be forfeited by the purchaser on account of the supplier’s failure:-

• to send on the day of dispatch for each consignment such advice(s) of dispatch and invoices(s) as may be indicated in the order, or
• to mark clearly the Purchaser’s order number on the consignment package, packing noted, invoices, monthly statements and all other correspondence or
• to provide any certificate or other documentation required under this order. All payments made will be without prejudice to the purchaser’s rights should the goods materials or services prove unsatisfactory or not in accordance with the purchaser’s order or instructions.

11. Suspension

In the event of any alteration of the purchaser’s business due to circumstances beyond the purchaser’s control such as but not limited to any industrial dispute, fire, explosion or accident which would prevent or hinder the use of goods or work which is the subject of the order the purchaser shall have the right to suspend the order until such circumstances have ceased.

12. Tools and Materials

Where tools and/or test equipment and/or materials are supplied by the purchaser the supplier shall accept full responsibility for their proper storage, safe custody and method of use and shall accept the risk of loss and damage howsoever arising. Any such tools, test equipment and materials shall be used by the supplier only for performing the work placed by the purchaser and shall be returned at the suppliers expense at the completion of the work unless otherwise agreed by the purchaser in writing. Surplus materials and/or scrap shall be disposed of in accordance with the purchaser’s instructions.

13. Confidentiality and Publicity

The supplier shall treat all information provided by the purchase as confidential and use such information only for the purposes of performing the purchaser’s orders. Where drawings or other data are issued the supplier shall exercise proper custody and control and return/dispose of in accordance with the purchaser’s instructions.

14. Defective Materials/Workmanship

The supplier will keep the purchaser indemnified in respect of all loss and/or expense which results during proper use directly or indirectly from defective materials goods, workmanship or design supplied by the supplier and the supplier will repair at the purchaser’s request or replace the defective item or items free of charge. The supplier will also keep the purchaser indemnified against any damage to the purchaser’s property (including any materials, tools or patterns sent to the supplier for any purpose) and against any claims for loss or injury to any person or death or any person or to the property by reason of the supplier’s negligence of any act or omission on the part of the supplier’s sub-contractors or agents arising out of the performance of the order.

15. Health and Safety at Work Act 1974

In accordance with the requirements of the Health and Safety at Work Act 1974 and any re-enactment thereof, any safety precautions required for the handling of the material covered by the order are to be clearly indicated on each consignment.

16. Government and Other Special Conditions

Where government or other conditions are incorporated by reference in the order such special conditions shall apply.

17. Insolvency

The purchaser shall be entitled at any time by notice in writing to terminate this contract without compensation to the supplier in respect of the terminated portion in the event that

• The supplier becomes insolvent or the supplier makes any composition or arrangement with its creditors.
• Any petition is presented for the supplier’s winding up.
• The supplier passes any resolution for the supplier’s winding up.

18. Waiver

Any concession or indulgence made by the purchaser shall not be considered as a waiver of the purchaser’s rights under the order unless specifically authorised in writing on the purchaser’s printed order or amendment form.

19. Security

Where a security classification appears on the face of the order, the supplier shall at all times comply with the relevant security procedures. Particular security aspects will be covered in an aspects letter issued by the purchaser’s security controller which shall form part of the order.

20. Imdemnity

The seller shall indemnify the buyer against all claims, costs, expense, loss or damage whether direct or consequential which the buyer may suffer howsoever arising from the sellers breach of any of its obligations under this contract.

21. Law

The construction validity and performance of the order shall be governed by the Law of England and subject to the exclusive jurisdiction of English courts.

22. SQR01

When invoked, SQR01 – Supplier Quality Requirements, flow down additional quality requirements that that the seller shall comply with to meet the purchase order requirements. If for any reason these cannot be complied with the seller must not deliver the order without receipt of written approval from the buyer

If you are unsure of any of the details outline in this Purchasing Terms and Conditions Statement, please contact us by emailing enquiries@aerco.co.uk .