Suppliers Terms and Conditions
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1. CONTRACTING PARTIES – The Company placing the order is herein called the ‘Buyer’ and the person or company receiving the order (whose name is stated overleaf) is herein called the ‘Supplier’. These conditions shall apply equally to all enquiries and orders of the Buyer and the word ‘order’ shall, where the context admits, be deemed to include 'enquiry’.
2. THESE CONDITIONS SHALL PREVAIL OVER OTHERS – These conditions shall be read in conjunction with all other authorised written instructions and and latest trading manual terms or specifically agreed to by the Buyer in respect of the goods and services the subject matter of the order and which together with the order shall constitute the whole of the terms of the contract. In the event of any conflict or inconsistency between the said terms and these conditions on the one hand and any of the Supplier’s Conditions of Sale or Terms of Quotations, Advise Notes, Invoices or other documents on the other, the said terms and these conditions shall at all times prevail.
3. ALL ORDERS ARE CONFIDENTIAL – The terms of all orders of the Buyer or information supplied thereunder or derived therefrom are strictly confidential and shall not (without the Buyer’s prior written consent) in any way either directly or indirectly be used for the benefit of the Supplier or of any third party.
4. CONTRACT UNASSIGNABLE – The Supplier shall not without the Buyer’s prior written consent directly or indirectly assign, transfer or sub-contract to any third party any order of the Buyer or any benefit or obligation thereunder except of as may be necessary in the normal course of business. In all circumstances, the Supplier remains personally responsible for the due fulfilment of the order.
5. SPECIAL PATTERNS, JIGS, TOOLS SPECIFICATIONS AND OTHER DATA ARE THE PROPERTY OF THE BUYER -
- In this clause patterns, gauges, jigs, tools, templates, drawings specifications and other things which are delivered to Supplier by Buyer, or purchased or made by Supplier at Buyer’s expense for the special purpose of manufacturing the goods are called ‘special items’; goods of Buyer’s design or which are designed by Supplier for or at Buyer’s special requirements are called ‘special goods’ and material supplied by Buyer is called ‘Buyer’s material’.
- Special items may not be used by Supplier for any purpose other than the manufacture of goods for Buyer: must be treated by Supplier as confidential and not disclosed to others, must be held by supplier in safe custody and free from loss or damage, howsoever occasioned and maintained in good useable condition: and must be returned to the Buyer immediately upon demand.
- Special goods may not be supplied by Supplier to anyone other than Buyer except with the Buyer’s prior written consent.
- The property is Buyer’s material (whether charged to Supplier or not) will not pass to Supplier but will remain with Buyer.
The risk passes to Suppler on delivery. Buyer’s material (whether charged to Supplier or not) may only be used by Supplier for fulfilling Buyer’s orders and Supplier will render to respect a true and complete record of consumption and/or stock held.
6.INSPECTION BY THE BUYER – The Buyer reserves the right to inspect any production process of the Supplier or any goods acquired by Supplier for the purpose of the order and, if necessary in the Buyer’s opinion, to inspect the goods prior to despatch from the Supplier’s premises or, in the case of services, the works done prior to completion, but such inspection shall not be construed in any way as acceptance of said goods or works. Any goods or works done which fail to pass such inspection will be liable to rejection at Supplier’s risk and must be replaced or be redone by the Supplier forthwith or as may otherwise be agreed without further charge. Nothing shall prevent the Buyer retaining all or any of the defective works done and from carrying out any further operation on them or any of them necessary in the reasonable opinion of the Buyer to bring them up to the standard required nor shall the Buyer be prevented from purchasing elsewhere replacements for such defective goods or from having such defective works redone by others. Any loss or expense thereby incurred by the Buyer shall promptly be met by the Supplier.
7. PATENTS AND OTHER MONOPOLY RIGHTS
- Supplier guarantees that the goods (insofar as they are not designed by Buyer) may be used and sold anywhere in the world without infringing any patent registered design or similar monopoly right and supplier will hold Buyer indemnified from and against any damages, compensation costs and expense resulting from any such infringement or alleged infringement, whether paid or incurred in consequence of any Order of Court or by way of voluntary settlement of a claim which Buyer is advised not to contest.
- Should Buyer at any time be advised or have good cause to believe that the goods infringe any such patent, registered design, or similar monopoly right, Buyer may cancel the contract without thereby incurring any liability.
8. QUALITY AS PER SPECIFICATION – All products supplied must be produced to the highest standards of quality, safety, ethics, environmental impact and comply with all relevant legislation and applicable standards. It is the Supplier’s responsibility to ensure that this is the case, and must indemnify Findel Education Ltd against any financial loss howsoever caused, should any claim result. Without prejudice to the Buyer’s rights of inspection all goods delivered and all works done under any order of the Buyer must, unless otherwise previously agreed by the Buyer in writing, be strictly to the quality required by an incomplete accordance with quality control engineering and building specifications, drawings, descriptions, samples or any other data furnished or adopted by the Buyer (whether or not tools and patterns are supplied by the Buyer) and all goods must be in new and good condition when delivered.
9. SUPPLIER’S WARRANTY – The Supplier warrants that all goods supplied and works done under the order are fit and sufficient for the purpose for which they are intended to be used; that they are of merchantable quality and free from defects whether patent or latent, in both material and workmanship. The benefit of this warranty together with any other warranty made by the Supplier or on his behalf or as may be implied by law shall pass to the Buyer, its successors, assigns and’or to persons to whom the materials or articles or other goods incorporating the same may pass or be resold.
10. MARKING – Unless the goods are ‘proprietary goods’ of Supplier’s design intended for sale generally the Supplier shall not’ without Buyer’s prior written consent, mark the goods with any trade mark name or device whatsoever. Supplier shall mark the goods as identified in the Buyer’s Packaging Specification.
11. PERIODICAL DELIVERY – Where goods or services are ordered for delivery or execution over a period of time whether or not in accordance with a deliver or work schedule the Buyer reserves the right on reasonable notice to fix or vary such rate.
12. PACKING – The goods must be suitably preserved and packed by Supplier. In the absence of an intimation to the contrary at the time of quotation, any packing, boxing or crating is non-chargeable and non-refundable. Any charge for returnable packing must be rendered by separate account and credited in full upon return. The Buyer’s published Packing Specification must be complied with.
13. DELIVERY INSTRUCTIONS – Unless the Supplier is instructed in writing to the contrary by the Buyer delivery shall be carriage paid to the place of destination specified in the order, at the Supplier’s risk by any suitable method of transport at the Supplier’s option. The Buyer reserves the right to collect the said goods in its own vehicles, in which event the Supplier shall make due allowance to the Buyer in respect of any carriage charges not incurred. Any carrier appointed by the Supplier or specified by the Buyer shall not be deemed to the Buyer’s agent.
14. NON-UNITED KINGDOM SUPPLIERS – In respect of goods purchased outside the United Kingdom, the contract unless otherwise stated, shall be c.i.f. English port with transit insurance extended to cover goods up to delivery at the place of destination and payment thereunder shall be an open account. All delivery instructions of the Buyer shall be strictly complied with and failure to do so will render the order subject to total or partial cancellation at the option of the Buyer and the Buyer shall thereupon be entitled to purchase such goods elsewhere and debit the supplier with all loss, expense and cost thereby incurred.
15. DATE OF DELVERY – The goods must be delivered or work carried out, as the case may be, in the quantities (or at the rates) and at the times stated in Buyer’s order or in accordance with any other instructions given by the Buyer. If delivery or completion of work is delayed or hindered by circumstances of a force majeure nature, such as strikes, lock-outs, fore or accident, or act of government or national calamity, all being causes beyond the Supplier’s reasonable control, a reasonable extension of time may at the Buyer’s option be granted provided that written notification of such delay or hindrance is given immediately the same arises. The Buyer, however reserves the right to cancel an order either wholly or in part without liability if delivery is not affected or if the work is not completed within the time stated or any agreed extension thereof. All deliveries to Buyer, except consigned by letter or parcel post, must be pre-booked with Buyer’s Receiving Department (Tel 020 8344 4057 or 0115 907 4009). Unscheduled deliveries may be refused. A proof of delivery for items delivered to Buyer or direct to Buyer’s customers must be available as requested at no cost to Buyer. This will facilitate smooth processing of supplier payments.
16. EXCESS QUANTITIES – Unless previously authorised in writing no quantity of goods produced or works done in excess of that specified in the order will be paid for. Excess goods will always be at Supplier’s risk and may at any time be returned to the Supplier at his risk and expense.
17. ADVISE NOTES – An Advice Note or a Packing Slip bearing Buyer’s Official Order Number and Material Numbers must be enclose with the goods.
18. TITLE – Title to the goods passes to the Buyer on acceptance of delivery of the goods.
19. PRICES – Prices last quoted by the Suppler prior to contract are accepted as the maximum prices ruling at the date of contract. If the Suppler shall to the Buyer’s knowledge and during the term of this Contract, quote for or supply similar goods or services to other purchasers on relatively better terms than those put forward by the Supplier and accepted by the Buyer, the Buyer shall thereupon be entitled, at its option to a corresponding reduction in price, such reduction to be retrospective to the date of the order, or the first supply of the said goods of services at the lower price.
20. PRICE VARIATIONS – Variations in price must be notified by the Supplier to the Buyer and agreed by the Buyer before proceeding with the order. Acceptance of the order by the Supplier will be taken as acceptance of the prices contained thereon. Prices will remain firm for a minimum of a twelve month period from 1st April to 31st March unless otherwise agreed in writing. Please state rate of Value Added Tax i.e. Standard, Zero, Exempt.
21. INVOICES – Invoices must quote the Buyer’s order number, Supplier’s item reference, the delivery address and full details of all items. The Buyer will undertake to pay all Supplier’s invoices within the terms agreed by both parties. All invoices for items delivered direct to a customer of the Buyer’s must be sent direct to Buyer’s Accounts Payable Department unless otherwise agreed in writing.
22. PAYMENT TERMS – Buyer’s standard settlement terms are 2 % Monthly Account. Any variation of these terms must be specifically agreed. When a delay in payment occurs as a result of an error or omission by the Supplier the Buyer reserves the right to deduct the appropriate settlement discount.
23. STATEMENTS – A statement of account must be submitted in due time to permit payment in accordance with the agreed settlement terms.
24. BUYER’S OPTION IN RESPECT OF FORCE MAJEURE – If circumstances referred to in Condition 16 hereof shall prevent the use of employment of the goods or services ordered, then delivery of such goods or commencement of work may at the Buyer’s option be suspended and if the suspension shall exceed three months and in so far as the same shall not have been completed at the date of suspension the contract may be determined by notice in writing by the Buyer and no liability shall attach to the Buyer there from.
25. GOVERNMENT CONTRACTS – Insofar as this Order is placed in connection with or for thepurpose of a contract with a Government Department the Order is to be deemed to be subject to such conditions, rules, regulations and instructions as are appropriate under the terms of such contract or inclusion in the Order. Particulars thereof will be supplied by Buyer upon request and in the absence of such request the Supplier shall be deemed to have full knowledge thereof. If any right of determination of such contract is exercised by the Government Department in question Buyer may in turn, without liability, determine any contract resulting from this Order.
26. SUPPLIER’S GENERAL INDEMNITY. The Buyer shall not be held responsible or liable for any loss, damage or expense resulting from the Supplier’s execution of the contract with the Buyer and the Supplier shall indemnify and keep the Buyer indemnified against any loss, damage, expense or injury to any property of any persons in consequence of any defect in design (not originating with the Buyer) or from any negligence of the Supplier, its servants or agents. If the Buyer shall become subject to any such claim, the Supplier will render all reasonable assistance as required by the Buyer to settle or defend the claim or proceeding or arbitration arising therefrom. Where a claim shall arise in respect of any part, component or vehicle under the Buyer’s own standard from of guarantee the indemnity hereby given shall apply accordingly and be in addition to any right of relief available to the Buyer under the Condition 10 thereof.
The Supplier will be deemed to have accepted the Buyer’s standard form of Contractor’s indemnity and shall whether or not such a form of Contractors indemnity is signed by the Supplier, perform and comply with all the terms and provision thereof in relation to this order.
If required by Buyer the Supplier will formally sign and deliver to Buyer the Buyer’s standard form of Contractor’s indemnity. The Supplier must adequately insure his liability set out above and if required by the Buyer, shall produce the Policy or Policies to the Buyer for inspection, and have the Policy or Policies endorsed so as to indemnify the Buyer as principal.
27. SUPPLIER NOT BUYER’S AGENT – Nothing in the terms of these condition shall make or be construed as creating the Supplier the agent of the Buyer.
28. SAVING OF RIGHTS – Failure by the Buyer to enforce any of these Conditions shall not be construed as a waiver of any of the Buyer’s rights hereunder.
29. HEALTH AND SAFETY AT WORK etc ACT 1974 – Any goods supplied or installed under the Contract shall be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health. The Supplier agrees before delivery to furnish the Buyer in writing with a list of any harmful or potentially harmful properties or ingredients in the articles supplied whether in use of otherwise and thereafter in order to satisfy its own obligations under the Health and Safety at Work etc Act 1974 and any subsequent amendments. For new items, two full sets of Safety Data Sheets must be supplied to Buyer’s Buying Department. Any amendments to these should be forwarded at the earliest opportunity.
30. ENGLISH LAW APPLIES – The contract shall be construed and operate in accordance with the laws of England.
Findel Education Ltd
As registered in
England No. 1135827