Supplier Terms

1. DEFINITIONS AND INTERPRETATION

1.1. In these Conditions:
1.1.1. “Buck & Hickman” means Buck & Hickman  a division of Brammer UK Ltd.
1.1.2. “Buyer” means Buck & Hickman a division of Brammer UK Ltd.
1.1.3. “Buyer’s Goods” means any articles or things which belong to the Buyer and to or on which Services are to be carried out;
1.1.4. “Contract” means any contract entered into between the Seller and Buyer for the supply of Goods and/or Services, which contract shall comprise only the Order and these Conditions;
1.1.5. “these Conditions” means these standard conditions of purchase and any other specific conditions or other terms specified by the Buyer in the Order;
1.1.6. “Free Issue Materials” means materials provided to the Seller for or on behalf of the Buyer to enable the Seller to perform the Contract;
1.1.7. “Goods” means the goods to be supplied by the Seller pursuant to the Order;
1.1.8. “Intellectual Property Rights” means all patents, copyright, design rights, registered designs, trade marks, service marks, rights in computer software, database rights, topography rights, moral rights and any other intellectual property rights, in each case whether registered ournregistered, and all similar or equivalent rights or forms of protection in any part of the World;
1.1.9. “Order” means the Buyer’s order;
1.1.10. “Rebate means any rebate or other repayment, payable by the Seller to the Buyer in respect of early settlement of invoices, bulk purchases or other circumstances in which the parties have agreed to such repayments from time to time”.
1.1.11. “Seller” means the individual, firm, company or other party to whom the Order is addressed.
1.1.12. “Services” means the services to be supplied by the Seller pursuant to the Order;
1.3. Condition headings do not affect the interpretation of these Conditions.
1.4. Any reference in these Conditions to any provision of a statue shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.5. References to clauses are to clauses of these Conditions, unless stated otherwise.
1.6. If there is any inconsistency with the express terms of the Order and the following provisions then the express terms of the Order shall prevail.

2. APPLICATION OF TERMS

2.1. Unless there is any variation under condition 2.4 below, these Conditions together with any terms implied by statute and/or common law are the only conditions upon which the Buyer is prepared to deal with the Seller and they shall govern the Contract to the entire exclusion of all other terms or conditions except for those expressly stated or referred to in the Order.
2.2. Each Order for Goods and/or Services by the Buyer shall be deemed to be an offer by the Buyer to buy Goods and/or Services (as the case may be) subject to these Conditions. No Order shall be deemed accepted until the Seller, either expressly by giving notice of acceptance, or impliedly by fulfilling the Order, (as the case may be) accepts the offer.
2.3. No terms or conditions, delivered with or contained in the Seller’s quotation, acknowledgement or acceptance of order, specification or similar document shall form part of the Contract unless otherwise agreed in writing by a director of the Buyer.
2.4. These Conditions apply to all of the Buyer’s purchases unless specified otherwise in writing by the Buyer, and any variation to these Conditions shall have no effect unless expressly agreed in writing and signed by a director of the Buyer.
2.5. In accepting the Order, the Seller agrees to be bound by these Conditions and no others and hereby irrevocably waives any of its rights under or the provisions of any of its own standard terms and conditions which may otherwise have legal effect.
2.6. An Order shall be binding on the Buyer only if it is placed on its official order form (whether in electronic form or a hard copy). If the Seller does not accept the Order in writing or otherwise, delivery of the Goods or provision of the Services (as the case may be) shall be deemed to constitute acceptance.

3. ERRORS AND VARIATIONS

3.1. The Seller shall be responsible for any errors or omissions in any drawings, calculations, or other information or materials supplied by it whether such information has been approved by the Buyer or not, provided that such errors or omissions are not due to inaccurate information furnished in writing by the Buyer.

4. QUALITY

4.1. In addition to and without prejudice to all conditions or warranties, express or implied by law, the Seller expressly warrants that the Goods shall:
4.1.1. conform in all respects with the Order and with any representations made by the Seller and with all descriptions, drawings, illustrations, standards or other descriptive matter given by the Seller prior to the Contract;
4.1.2. be capable of any standard of performance specified in or implied by the Order;
4.1.3. be of the best available design and of first class materials and workmanship;
4.1.4. be as safe as persons generally are entitled to expect;
4.1.5. be fit for any purpose for which the Goods are being purchased which expressly or by implication is known or made known to the Seller;
4.1.6. comply in design, construction and quality with all relevant codes of practice and with international, European and British Standards and with other regulations and legislation affecting the Goods which upon delivery are current in the United Kingdom and any other country to which the Buyer has informed the Seller or to which the Seller knows by implication the Goods will be supplied; and
4.2. The Seller expressly warrants that
4.2.1. all Services to be supplied by or on behalf of the Seller shall be carried out with all reasonable skill and care and in compliance with all relevant legislation, regulations and codes of practice and shall confirm in all respects with the Order; and
4.2.2. all work carried out by the Seller in the course of or in connection with the provision of the Services and all materials used or provided by the Seller shall be first class and suitable in all respects; and
4.2.3. Services carried out to or on the Buyer’s Goods shall render them fit for the purpose for which the Services have been carried out which (expressly or by implication) is made known to the Seller, and shall render the Buyer’s Goods as safe as persons generally are entitled to expect.
4.3. The Seller will give written notification to the Buyer of all proposed changes in specification or method of construction of Goods. If the Buyer accepts the change it will send written approval to the Seller.

5. INSPECTION AND TESTING

5.1. The Seller agrees to allow the Buyer to inspect and test the Goods (or Buyer’s Goods as the case may be) during manufacture or processing at the place of manufacture or performance. Inspection and/or testing by or on behalf of the Buyer or any failure to do so shall not relieve the Seller from any responsibility or liability for the supply of Goods and/or Services in accordance with the Contract and shall not imply acceptance of such Goods and/or Services.

6. DELIVERY

6.1. Unless the Buyer specifies otherwise in writing the Seller shall deliver the Goods or the Buyer’s Goods (as the case may be) carriage paid in nonchargeable, non-returnable packaging to the address or addresses and/or delivery points specified in the Order or subsequently specified by the Buyer in writing. The Seller shall off-load the Goods at its own risk as directed by the Buyer.
6.2. The Goods or the Buyer’s Goods as the case may be shall be delivered and the Services shall be provided by the time and date (or dates) stipulated in the Order or otherwise agreed by the Buyer and Seller. Without prejudice to any other right the Buyer may have, Goods which are not despatched in time to reach the Buyer by the date specified by the Buyer will be delivered at the Seller’s expense by such express service as the Buyer may specify. Delivery of the Goods and the provision of Services by that date (or those dates) is of the essence, and in default the Buyer shall be entitled to terminate the Contract in respect of those Goods which have not been delivered and/or the Services which have not been performed on that date (or those dates).
On such termination the Buyer shall (without prejudice to any other claim for damage or any other rights it may have) be entitled to recover from the Seller any additional expenditure that it may incur in obtaining other goods or services in replacement of those Goods or Services in respect of which the Contract has been terminated.
6.3. The Seller shall deliver the Goods (or the Buyer’s Goods as the case may be) only during the business hours of the Buyer unless otherwise agreed in writing by the Buyer.
6.4. The Seller shall deliver with the Goods (or the Buyer’s Goods, as the case may be) such certificates and certifications as may be specified by the Buyer [in the Order].
6.5. The Buyer shall have the right to refuse to accept Goods delivered in advance of the date specified in the Order unless otherwise agreed in writing.
6.6. Without prejudice to the other rights of the Buyer the Seller shall immediately rectify or replace any Goods damaged or lost in transit.
6.7. Where applicable the Contract shall be deemed to incorporate the latest edition of Incoterms current at the date of the Contract. If there is any inconsistency between Incoterms and any express terms of the Contract, the express terms of the Contract shall take precedence.
6.8. The Seller shall be liable for the cost of rectification of any damage caused to premises or other property of the Buyer or of any third party during delivery and for any other losses, costs, claims, expenses or liability incurred by the Buyer as a result (directly or indirectly) of such damage.
6.9. Where the Buyer agrees in writing to accept delivery by instalments the Contract shall be construed as a single contract in respect of each instalment. However, failure by the Seller to deliver any one instalment shall entitle the Buyer at its option to treat the whole Contract as repudiated.
6.10. If Goods are delivered in excess of the quantities ordered then the Buyer shall not be bound to pay for the excess and any excess shall remain at the Supplier’s risk and be returnable at the Supplier’s expense.

7. REJECTION

7.1. The Buyer shall be entitled to reject (in the whole or in part) any Goods and/or Services which are found within a reasonable time of delivery or performance (as the case may be) or in the case of latent defects, within a reasonable time after any latent defects in the Goods or Services become apparent to the Buyer to be non-compliant in all respects with the Contract (whether or not payment for them has been made by the Buyer) and the Buyer shall be entitled to refuse to accept any further deliveries of the Goods or performance of the Services and the Buyer may at its option:
7.1.1. return such Goods to the Seller at the Seller’s risk and expense for a full credit or replacement (at the Buyer’s option); or
7.1.2. itself correct or repair the Goods or Services or have them corrected or repaired by a third party, and it shall be entitled to full reimbursement from the Seller immediately for the costs incurred; or
7.1.3. require the Seller to attend at any premises where the Goods may be situated or where the Services have been performed and the Seller shall rectify such Goods and/or Services on site within such time as may be specified by the Buyer.
7.2. The exercise of the rights provided in clause 7.1 shall not prejudice or limit any claim for damages or any other rights that the Buyer may have in respect of any breach by the Seller of its obligations under the Contract or any failure of the Goods or Services to comply with the provisions of clause 4.

8. REPAIR AND REPLACEMENT OF GOODS AND/OR REPERFORMANCE OF SERVICES

8.1. Without prejudice to any other rights the Buyer may have, the Seller shall (at the Seller’s expense and as soon as reasonably practicable) upon request by the Buyer at any time carry out again any Services that do not comply with the provisions of clause 4 and make good, repair or replace (a the Buyer’s option) all Goods that are or become defective due to:
8.1.1. faulty design by the Seller or its employees, sub-contractors or suppliers;
8.1.2. incorrect information or instructions as to use issued or provided by the Seller or its employees;
8.1.3. inadequate, inappropriate or faulty materials or workmanship; or
8.1.4. any other breach of the Seller’s express or implied obligations under the Contract.
8.2. The provisions of clause 8.1 shall apply to repaired and replacement Goods and to Services carried out again as they do to Goods and Services as originally supplied.

9. PRICES

9.1. Unless otherwise agreed in writing by the Buyer the Goods and/or Services shall be supplied at the prices shown in the Order. No variation in the price nor any extra charge (including but not limited to charges for packaging, shipping, carriage, insurance or delivery of the Goods or Services or otherwise) will be accepted by the Buyer. Value Added Tax where applicable shall be shown separately on all invoices.

10. PAYMENT TERMS

10.1. Invoices and advice notes must bear the Order number, date and method of despatch otherwise this may lead to a delay in payment and to a forfeiture of any prompt payment discount offered by the Buyer.
10.2. The Seller shall send with each delivery an advice note in the English language showing the Order number and shall send separately an invoice in the English language showing the Order number.
10.3. Subject to clause 10.1, and unless otherwise agreed in writing, invoices shall be payable 60 days after the last day of the month following the month in which:
10.3.1. the delivery is effected; or
10.3.2. the Services are completed to the satisfaction of the Buyer whichever is the later, but time for payment shall not be or become of the essence.
10.4. Payment shall not imply acceptance of any of the Goods and/or Services supplied or performed by the Seller, nor in any way restrict any claims or rights the Buyer may otherwise have against the Seller.
10.5. The Seller is not entitled to suspend deliveries of the Goods and/or performance of the Services as a result of any sums being outstanding.
10.6. Where a Rebate is due to the Buyer, the Seller shall pay the Rebate without deduction, set-off or counter claim and notwithstanding non-payment of invoices by the Buyer due to the Buyer's queries or any dispute regarding the invoices.

11. RISK AND PROPERTY

11.1. Subject to clause 11.2, the property and risk in the Goods shall pass to the Buyer on delivery to the point specified in the Order or such other point as may be agreed by the Buyer, without prejudice to any right of rejection that the Buyer may have.
11.2. Where payment or part payment for the Goods and/or Services is made before delivery, property (but not risk) in the Goods and in work carried out shall pass on such payment or part payment without prejudice to any right of rejection or any other right that the Buyer may have. The Seller shall identify such Goods and work carried out as being the property of the Buyer.11.3. The Buyer may in its discretion make packaging materials available for collection by the Seller but shall not be responsible for loss or damage to them.
11.4. Property in the Buyer’s Goods and in Free Issue Materials shall at all times remain vested in the Buyer and they shall at all times be identified by the Seller as belonging to the Buyer, but risk in them shall be with the Seller until the Seller redelivers the same to the Buyer.
11.5. Any tools, jigs, dies or other equipment (“the Buyer’s Tools”) the full cost of which has been borne directly or indirectly by the Buyer shall be the Buyer’s property (together with all Intellectual Property Rights therein) and must only be used for the purposes of fulfilling orders for the Buyer. In case where part of the cost has been borne by the Buyer or where a tool has been made to the Buyer’s special requirements, then the Buyer shall have the right to purchase the same at a fair and reasonable price. Risk in Buyer’s Tools and any other property of the Buyer shall remain with the Seller until such tools have been delivered to the Buyer.
11.6. All work done on Free Issue Materials and/or Buyer’s Goods shall immediately vest in the Buyer. If the Contract is terminated for any reason, the Buyer shall have the irrevocable right to enter upon the Seller’s premises at any time with or without vehicles and collect the Free Issue Materials and/or Buyer’s Goods whether or not they have been made up or incorporated into any products.

12. PACKAGING, INSTRUCTIONS, WARNINGS ETC

12.1. The Seller warrants that the labelling, presentation and packaging of the Goods will comply with the requirement of any regulation, statute and any other instrument having the force of law and with the requirement of any relevant code of practice.
12.2. The Seller warrants that the Goods will be properly packed and secured so as to reach the delivery address in an undamaged condition.

13. SELLER INDEMNITIES

13.1. The Seller shall indemnify the Buyer and keep the Buyer fully indemnified against each and any liability and against each and any loss, damages, costs (including but not limited to legal costs) and expenses arising from or incurred or suffered by the Buyer by reason of
13.1.1. any infringement or alleged infringement or any unauthorised use or alleged unauthorised use of any patent, registered design, copyright, design right, trade mark, trade name, database right or other intellectual property right of any third party by the possession, use, hire, sale or offer for hire or sale of the Goods;
13.1.2. loss of or damage to Free Issue Materials and any other goods belonging to the Buyer that may occur from the time such goods or Free Issue Materials are first in the Seller’s possession, custody or control until the time they are delivered to the Buyer, however such loss or damage may be caused and whether or not attributable to any negligence on the part of the Seller or negligence or wilful default by the Seller’s servants or agents; and
13.1.3. the breach of contract, negligent act or omission or wilful misconduct of the Seller, its employees, agents or sub-contractors.
13.2. The Seller is to take out product and public liability insurance amounting to a minimum of £5,000,000 each.

14. THIRD PARTY CONTRACTS

14.1. If the Seller is aware that the Buyer requires the Goods and/or Services for the fulfilment (in whole or in part) of any obligations of the Buyer under a contract with a third party, then the obligations imposed upon the Buyer by that other contract shall, so far as the same relate to the Goods and/or Services, be correspondingly undertaken by the Seller in favour of the Buyer.

15. INTELLECTUAL PROPERTY RIGHTS AND OTHER RIGHTS

15.1. All plans, drawings, technical data, software, designs and other materials supplied by the Buyer to the Seller for the purposes of the Contract together with all Intellectual Property Rights therein shall remain the Buyer’s property. The Seller shall use them only for the purposes of the Contract. The Seller shall deliver them up to the Buyer upon completion of the Contract or upon demand, whichever is the earlier.
15.2. Unless otherwise agreed in writing, all tools, dies, patterns and other equipment or materials (including but not limited to the Buyer’s Goods and any Free Issue Materials) supplied to the Seller by the Buyer or manufactured and obtained by the Seller wholly or partly at the Buyer’s expense (including any replacement) together with all Intellectual Property Rights therein shall be and remain the Buyer’s property, shall be clearly marked by the Seller as being the property of the Buyer and shall be used only for the purposes of the Contract.
15.3. All Intellectual Property Rights of whatever nature in any plans, drawings designs, tools, dies, software, goods (including but not limited to the Goods) or other materials originated by the Seller or its agents, subcontractors or employees specifically for the purposes of the Contract shall belong to and are hereby assigned to the Buyer (free from all third party rights) by way of present assignment of future and existing rights. The Seller shall upon demand and for the consideration of £1 execute an assignment or confirmatory assignment with full title guarantee of all such Intellectual Property Rights in those items (or procure that such an assignment with full title guarantee is obtained from the relevant author/originator) in favour of the Buyer with a full waiver of all moral rights (as defined in The Copyright Designs and Patents Act 1988) in them in favour of the Buyer.
15.4. If any drawing, specification or other stated requirement of the Buyer necessitates the application to the Goods or the Buyer’s Goods by the Seller of any trade mark, registered design, logo or device belonging to the Buyer the Contract shall not create any implied licence in favour of the Seller to apply the same otherwise than in accordance with the Buyer’s express written instructions.
15.5. The Seller agrees to promptly execute at the Buyer’s request all documents and do any act or deed necessary to give effect to the provisions of this clause 15.

16. CONFIDENTIALITY

16.1. The Seller shall not use the Buyer’s name for advertisement or publicity without the Buyer’s prior written consent and the Seller warrants that neither it, its employees, agents nor subcontractors shall either during the Contract or at any time thereafter disclose any confidential information of the Buyer or of the Buyer’s customers to any individual, firm or company or use any such confidential information except for the purposes of the Contract.

17. TERMINATION

17.1. The Buyer shall have the right at any time without cause to terminate the Contract in whole or in part by giving written notice to the Seller whereupon all work on the Contract shall cease and the Buyer shall pay to the Seller a fair and reasonable price for all work delivered or in a deliverable state at the time of termination but such price shall not exceed the Contract price.
17.2. The Buyer shall be entitled to terminate the Contract without liability to the Seller by giving written notice to the Supplier at any time if:
17.2.1. the Seller commits a material breach of any of the provisions of the Contract; or
17.2.2. any distress, execution or other process is levied upon any of the assets of the Seller; or
17.2.3. the Seller has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver or manager, administrator or administrative receiver appointed of its undertakings or any part thereof, or documents are filed with the court for the appointment of an administrator of the Seller or notice of intention to appoint an administrator is given by the Seller or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding up of the Seller or for the granting of an administration order in respect of the Seller, or any proceedings are commenced relating to the insolvency or possible insolvency of the Seller; or
17.2.4. the Seller ceases or threatens to cease to carry on its business; or
17.2.5. the financial position of the Supplier deteriorates to such an extent that in the opinion of the Buyer the capability of the Seller adequately to fulfil its obligations under the Contract has been placed in jeopardy.
17.3. The termination of the Contract, however arising, shall be without prejudice to the rights of the Buyer accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.

18. FORCE MAJEURE

18.1. The Buyer reserves the right to defer any date of delivery of payment or to cancel the Contract or reduce the volume of Goods and/or Services ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce).

19. SET OFF

19.1. The Buyer expressly reserves the right to set off against the Contract or any other contract between the Buyer and the Seller and in exercise of or in addition thereto shall be entitled to deduct from any monies otherwise due to the Seller all costs, expenses and damages howsoever incurred for which the Buyer may become liable as a result of any act or omission of the Seller.

20. FREE ISSUE MATERIALS

20.1. The Seller agrees and undertakes to carry out a visual inspection of Free Issue Materials immediately upon receipt to check that they are free from defects or deficiencies. If any defect or deficiency is discovered the Seller agrees and undertakes to notify the Buyer of the same as soon as practicable and in any event no later than seven days after such discovery. If in the Buyer’s opinion the defect or deficiency is not caused by any act or default of the Seller, the Buyer shall replace such Free Issue Materials as are defective or deficient within a reasonable time and at no cost to the Seller. This clause sets out the limit of the Buyer’s liability for any such defect or deficiency save for death or personal injury which is caused due to the Buyer’s negligence.
20.2. The Seller undertakes to replace promptly and at its own expense any Free Issue Materials scrapped in excess of any scrap allowance given by the Buyer.

21. HAZARDOUS MATERIALS

21.1. The Seller agrees and undertakes:
21.1.1. to mark all hazardous Goods with international hazard symbols and display the name of the Goods in English;
21.1.2. to include all transport and other documents a declaration of the hazard and name of the material in English;
21.1.3. to ensure that all hazardous Goods are accompanied by emergency information and all other relevant information in Enghl iisn the form of written instructions, labels or markings.

22. GENERAL

22.1. The Seller shall not without the Buyer’s prior written consent assign, transfer, subcontract (in whole or in part), nor hold upon trust for any third party, any of its rights or obligations under the Contract. Any such consent shall not relieve the Seller of any of its obligations under the Contract. The Buyer may assign the Contract or any part of it to any person, firm or company at any time.
22.2. Each right or remedy of the Buyer under the Contract is without prejudice to any other right or remedy of the Buyer whether under the Contract or not.
22.3. If the Buyer waives any breach of the Contract by the Seller this shall not be construed as a waiver of any subsequent breach of the Contract or any other provision.
22.4. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable, it shall to the extent of such illegality, invalidity voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall remain in full force and effect.
22.5. Subject to clause 22.6 no provision of the Contract shall be enforceable by any third party by virtue of the Contracts (Rights of Third Parties) Act 1999.
22.6. Any Brammer Group Company shall be entitled to take the benefit of and enforce the Contract.
22.7. Any notice to be given under the Contract shall be in writing and shall be sent by first class mail or air mail, or by fax (confirmed by first class mail or air mail, but not by e-mail), to the company secretary (or to the proprietor) at the address of the other party, or to the fax number of the other party. Such notice shall be deemed to have been received three working days after the day of posting (in the case of inland first class mail), or seven working days after the date of posting (in the case of air mail), or on the next working day after transmission )in the case of fax messages, but only if a transmission report is generated by the sender’s fax machine recording a message from the recipient’s fax machine, confirming that the fax was sent to the number indicated above and confirming that all pages were successfully transmitted.
22.8. These Conditions shall be governed by and construed in all respects in accordance with English law and shall be deemed to have been made in England. Each party hereby submits to the exclusive jurisdiction of the English courts.

SEPTEMBER 2011

Buck & Hickman
Siskin Parkway East
Middlemarch Business Park
Coventry
CV3 4PE

Telephone: 02476 306 444
Fax: 02476 514 214

www.buckandhickman.com

Copyright © 2008 Buck & Hickman