Terms on which Purchase Orders are placed
1. Failure to comply with the instructions on the face of this order will delay payment, but such delay in payment shall in no way affect the Buyer’s right to any cash discount to be allowed on the price of goods supplied to an order.
2. Payments to be made at the end of the month following the date of invoice, provided goods have been received by the Buyer.
3. The prices, terms and any other items stated on this order shall not be changed except upon written authority of a duly authorised official of the Company.
4. Buyers will not be liable in respect of any orders not given or confirmed on their official printed forms duly signed by an authorised official of the Company.
5. No charge will be allowed for carriage unless specifically authorised on this order.
6. No charge shall be made for wrapping, packing, cartons, boxing, carting or cartage unless authority for such charge is expressly incorporated in this order.
7. All articles shall be suitably packed or otherwise prepared for shipment, so as to secure the lowest transportation and insurance rates, and in accordance with carrier's requirements.
8. The Buyer reserves the right to cancel this order or any part thereof, if delivery is not made within the time specified herein or, if no specification of time is made in the order, within a reasonable time. No material in excess of specifications will be accepted.
9. The articles contracted herein are understood to be for the use of the Buyer and for its affiliated companies or its or their suppliers, and deliveries and shipments shall be made as directed by the Buyer in its absolute discretion, and said articles may be incorporated in any products, or
subjected to further processes of manufacture by itself and for affiliated companies or its or their suppliers, as it or they may elect; and in no event shall any claim for royalty or other additional compensation be made by the Seller by reason of such use or manufacture.
10. Restriction on sale of spares. All material manufactured by the supplier in accordance with the Buyer's detailed drawings or in the manufacture of which the buyer's tools, dies, patterns, jigs, fixtures or special tooling are used shall not be sold by the supplier to anyone other than the Buyer.
11. Special dies, tools and patterns paid for or supplied by the Buyer and used in the manufacture of the articles contracted for herein, shall be the property of the Buyer. They shall be kept in good condition and from time to time replaced by the Seller without expense to the Buyer; except that
the charges due to the Buyer's change of design or specification shall be paid for by the Buyer, if occurring prior to the exhaustion of the useful life of the said dies, tools, patterns or drawings supplied to the Seller or used in the manufacture of articles contracted for herein shall be used in
the production, manufacture or design of any other articles nor for larger quantities than those specified, except with the express consent in writing of the Buyer, and at the termination of this contract they shall be disposed of as the Buyer shall direct. Special dies, tools and patterns the
property of the Buyer in the custody of the Seller, shall be adequately insured by the Seller against normal risks.
12. The Buyer will not be responsible for any costs incurred by the Seller, where the Seller has produced nonconforming goods as a result of using drawings and specifications of poor clarity or legibility. All articles supplied under this contract shall conform to specifications, drawings, samples, or other descriptions furnished or adopted by the Buyer, and shall be fit and sufficient for the purpose intended, merchantable, and free from defect in material and workmanship.
13. Any articles which are delivered which are not in conformity with Clause 12 may be rejected by the buyer. Articles rejected will be held by the Buyer for the instructions and at the risk of the Seller.
14. All articles shall be subject to the Buyer's inspection within a reasonable time after delivery, irrespective of date of payment thereof.
15. By accepting this order you agree to defend, protect and save harmless the Buyer, its successors, assigns, customers and users of its product by reason of the use of the article hereby ordered, against all suits, at law or equity, and from all damage, claims and demands, for actual or alleged infringement of any Letters Patent, Trade Marks, Trade Names or Registered Designs or corresponding protection granted by any Court of Competent Jurisdiction throughout the World. It is a condition of the contract that the sale or use of the said goods does not infringe and Letters
Patent, Registered Design, Trade Name or Trade Mark.
16. The Seller shall not be held responsible for delays or faults in deliveries, nor the Buyer for the failure to receive, if occasioned by war, strike, fire, pestilence, the act of God or the public enemy, labour or transportation difficulties, riot or civil commotion or other causes beyond their control.
17. If either party shall suspend payment or become insolvent or bankrupt or commit and act of Bankruptcy or(if a Company) shall pass a resolution for winding up or if Bankruptcy or winding-up proceedings be taken against either party or if a receiver or trustee or assignee for the benefit of
creditors of the property of either part be appointed or proceedings be taken for such appointment or in the event of the breach by either party of any of the terms hereof, including any breach of Clause 12, the other party shall be entitled to cancel the contract forthwith.
18. The remedies herein reserved shall be cumulative, and additional to any other or further remedies provided in law or equity. No waiver of a breach of any provision of this contract shall constitute a waiver of any other breach or of such provisions. Except as expressed herein, there are no antecedent or other agreements respecting the subject matter hereof; any modifications or variations of this contract, to be binding, shall be in writing executed on behalf of the parties by like authority as this contract.
19. This contract and all matters arising thereunder shall be constructed according to the Laws of Scotland.
20. The seller shall not, without first obtaining the written consent of the Buyer, in any manner advertise or publish the fact that the Seller has contracted to furnish the buyer the articles herein mentioned.
21. This contract is non-assignable by the Seller.