Terms of Purchase
1. Introduction
These conditions form part of the contract between Go Communications Systems Limited ("the Buyer") and any supplier ("the Seller") of goods ("the Goods") described in the Buyer's form of order ("the Order") and any related specification ("the Specification"). The Order and Specification are also part of the contract. All other conditions and warranties inconsistent with these conditions of purchase are hereby excluded.
2. Acceptance of the Order
The Order is accepted when the Goods are ordered by the Buyer and the Order is accepted by the Seller subject to the Buyer's right to terminate the Order in accordance with clause 13.
3. Acceptance of the Goods
The Goods are accepted when delivered to the Buyer's premises, or the Buyer's nominated address, or the collection of the Goods by the Buyer, subject to the Buyer's right of rejection in accordance with clause 8.
4. Quality and Description
Subject to clauses 10 and 11 the Goods shall:
- be new and unused unless otherwise specified in the Order.
- conform as to quantity, quality and description with the particulars stated in the Order.
- be of sound materials and workmanship.
- be equal in all respects to the samples, patterns or specifications provided or given by either party.
- be capable of any standard of performance as specified by the manufacturer.
- be fit for the purpose they have been designed for.
- Include original boxes, cables, rack mount kits, packaging and any literature as originally shipped by the manufacturer.
5. Inspection and Testing
Before dispatching the Goods the Seller shall take all reasonable steps to ensure that the Goods are carefully inspected for both condition and performance. Any variance in condition or performance shall be notified in writing to the buyer prior to dispatch.
6. Delivery
The Goods shall be properly packed in accordance with the Buyer's packaging standards, (a copy of which is available on request) and secured in such a manner as to reach their destination in good condition under normal conditions of transport. Generally it is expected by the buyer that goods will be packed in their original packaging or equivalent, and this packaging placed in an outer secure box to avoid damage to the original packaging. The Goods shall be delivered by the Seller at, or dispatched to, the place or places and in the manner specified in the Order or as subsequently agreed. It is a condition of the contract that time is of the essence.
7. Passing of Property
Risk in the Goods shall vest in the Seller until delivery of the Order to the Buyer. Title in the Goods shall pass to the Buyer upon full payment for the said Goods. This shall not prejudice the Buyer's right to reject the Goods in accordance with clause 8.
8. Rejection
The Buyer reserves the right to reject the Goods if the Seller fails to comply with its obligations under clause 4 and 6. The Buyer reserves the right to reject any Goods within 28 days of the date of delivery.
The Buyer when giving notice of rejection shall specify to the Seller the reasons for rejection. Rejected Goods shall be returned to the Seller at the Seller's risk and expense, whereupon the Seller shall forthwith, at the Buyer's option, replace such rejected Goods with Goods which comply with all the requirements of the Order or credit the Buyer with the purchase price together with any associated transportation and packaging costs.
The exercise of any right of rejection under this condition shall in no way prejudice any other rights belonging to the buyer.
9. Guarantee
If within the period of one (1) year after delivery or the period named in the Order or the period agreed by both parties in writing and signed on their behalf (hereafter called the "Guarantee Period") the Buyer gives notice in writing of any defect in the Goods which shall arise under proper use from faulty design, materials or workmanship, then the Seller shall use all reasonable endeavours to replace or repair the Goods so as to remedy the defects without cost to the Buyer.
The Buyer, after discovering any such defect or failure, shall, as soon as is practically possible, return the defective Goods or parts thereof to the seller at the seller's risk and expense unless it has been agreed between the parties that the necessary replacement or repair shall be carried out by the Seller on the Buyer's premises.
The Seller shall fully indemnify and hold harmless the Buyer its employees, subcontractors and agents against any liability or claim by a third party, loss or expense, which the Buyer may suffer in consequence of, or incidental to defects in the Goods. The Seller's total financial liability shall be limited to £1 million pounds.
For the avoidance of doubt the said limit shall not apply to death or personal injury.
10. Damage or Loss in Transit
The Buyer shall notify the Seller of loss or damage of Goods in transit that is brought to its attention within 14 (fourteen) days.
Where appropriate, the Seller shall repair or replace free of charge Goods damaged in transit provided that the Buyer shall give the Seller written notification of such damage within a reasonable time.
11. Price
The price specified in the order shall be firm and may not be altered without the Buyer's prior written consent.
12. Payment
Upon the delivery of the Goods ordered by the Buyer, the Buyer shall pay the Seller within 30 days from the end of the month in which the invoice is received, (subject to the provisions of clauses 3 and 8) unless such payment is disputed by the Buyer.
13. Termination
The Buyer may terminate the order immediately in the form prescribed below: -
- rejection due to non-functionality of the said goods as contained in clause 5;
- late delivery of Goods as detailed in clause 6;
- rejection of the Goods under clause 8.
- (The Seller has entered into any composition or arrangement (whether formal or informal) with its creditors, has a bankruptcy order made against it, has been made and subject of an application for an interim order under section 253 of the insolvency Act 1986, has an interim receiver of its property appointed under section 286 of the insolvency Act 1986, becomes the subject of a voluntary arrangement under section 1 of the insolvency Act 1986, has a receiver manager administrator or administrative receiver appointed in respect of its undertaking assets or income or any part thereof, has passed a resolution for its winding up or has a petition presented to any court for its winding up or for an administration order;
- Buyer no longer requires the Goods ordered.
14. Confidentiality
Neither the Buyer nor Seller shall divulge or communicate to any person any of the trade secrets or other confidential information relating to the Order which it may have received or obtained as a direct or indirect result of the Order.
The provisions of this Condition shall not apply to: (I) any information in the public domain; (II) information which is independently developed or lawfully received by it from a third party, or (III) was in its possession (with full right to disclose) prior to receiving it from the other party.
15. Statutory Requirements
The Seller warrants that the design, construction and quality of Goods to be supplied under the Order comply with all relevant requirements of any statute, statutory rule or order, or other instrument have the force of law which may be in force at the time when the same are supplied.
16. Variation
No variation of the terms of the contract will be effective unless it is in writing and signed by both Buyer and Seller.
17. Indemnity
The Seller will indemnify the Buyer against all expenses, liability, cost claims or proceedings whatsoever in respect of personal injury or death to persons or loss or damage to property arising from the supply of the goods or the services or the Seller's presence on the Buyer's premises unless such claims result solely from the negligence of the Buyer, its employees or agents.
The Seller shall maintain insurance against the above matters with an insurance company of repute for a minimum of £2 million and shall provide reasonable evidence of such insurance from time to time at the Buyer's request. In the event that the supplier fails to produce such evidence the Buyer may effect such insurance and recover the cost from the Seller.
18. Law
The construction and legal effect of the order and these conditions shall be determined in all respects in accordance with and governed by the laws of England.