________ , a company incorporated and registered in England and Wales with company number ________ whose registered address is at:
(the Supplier)
Party 2
________ , a company incorporated and registered in England and Wales with company number ________ whose registered address is at:
(the Customer)
BACKGROUND
(A) The Supplier carries on the following business:
(B) The Customer wishes to buy, and the Supplier wishes to supply the Goods on the terms and conditions outlined in this contract.
AGREED TERMS
1. INTERPRETATION
The following definitions and rules of interpretation contained in this clause apply in this contract.
Definitions
Business Day: a day, other than Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement date: ________ .
Conditions: these terms and conditions set out in the foregoing clauses of this contract.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods under the foregoing Conditions.
Delivery Date: the date specified for delivery of an Order contained in this Contract.
Delivery Location: the address for the delivery of the Goods, as communicated by the Customer to the Supplier at the time of placing the Order.
Force Majeure Event: any events, circumstances or causes that are beyond the reasonable control of a party.
Goods: the goods (or any part of them), as set out in this Contract.
Order: an order for the Goods submitted by the Customer in line with the relevant clause on this Contract.
Price: the price for the Goods, as set out in this Contract.
Specification: the specification for the Goods, along with any related plans and drawings which have been agreed in writing between the Customer and the Supplier as set out in this Contract.
VAT: value added tax chargeable in the UK.
2. COMMENCEMENT AND TERM
(a). This Contract shall begin on the Commencement Date and unless it is terminated earlier by its terms, it shall continue until ________ , when it shall be terminated automatically without notice.
(b). The term of this Contract can be extended or renewed following the completion of its term. It shall then be automatically renewed every ________ , until it is terminated by either party in accordance with the terms of this Contract.
3. ORDERS
(a). The Customer shall place Orders on a weekly basis within a minimum of ________ days before the start of that week.
(b). Where the Supplier accepts an Order, it shall assign an order number to the accepted order and communicate the order number to the Customer. When the parties are communicating about the Order, the relevant order number shall be used in all future correspondence.
(c). Upon the confirmation of an Order, the Supplier shall as soon as it is practicable inform the Customer of the Supplier's estimated delivery date for the Order.
(d). It is the Customer's responsibility to ensure that Orders along with any applicable Specification which it submits are complete and accurate. The Customer shall provide the Supplier with all necessary information relating to the Goods that may be reasonably required by the Supplier to fulfil each Order.
4. THE GOODS
(a). The following items shall neither form part of the Contract:
(I). Any samples, drawings, descriptive matter or advertising produced by the Supplier; and
(II). descriptions or illustrations contained in the Supplier's catalogues or brochures.
(b). The sole purpose of any such descriptions or illustrations contained in the Supplier's catalogues or brochures is for giving an approximate idea of the Goods described in them.
(c). The Goods to be supplied shall conform to the following description provided by the Customer:
(d). The Supplier shall reserve the right to amend the specification of the Goods to the extent imposed by any statutory or regulatory requirements.
(e). Where the Goods are manufactured according to specifications provided by the Customer, the Supplier shall bear no liability for any infringements to a third party's intellectual property rights arising from the specifications provided by the Customer. Where such a third party makes a claim against the Supplier for infringements on intellectual property rights, the Customer shall indemnify the Supplier against all liabilities, expenses, damages and losses (direct, indirect or consequential losses, loss of profit loss of reputation and all interest, penalties and legal costs and other reasonable professional costs and expenses) arising from such a claim. The conditions of this clause shall survive the termination of this Contract.
5. DELIVERY
(a). The Supplier shall ensure that whenever Goods are delivered, they must be accompanied by a delivery note that contains the contract number: ________ , order number, the type and quality of Goods, any special storage instructions (if any) and, whether the relevant Order shall be delivered in instalments, the outstanding balance of Goods remaining to be delivered.
(b). The Supplier shall make sure to deliver the Goods to the Delivery Location.
(c). The delivery of the Goods shall be completed upon the unloading of the Goods at the Delivery Location.
(d). The Delivery of the Goods is of the essence and the Dates of Delivery are the exact dates on which the Goods must be delivered to the Customer. Nonetheless, the Supplier shall bear no liability for any delays of the Goods caused by:
(I). a Force Majeure Event; or
(II). the Customer's failure to provide the Supplier with adequate instructions which are relevant to the supply of the Goods, including but not limited to any delivery instructions.
(e). The liability of the Supplier, arising from its failure to deliver the Goods by the relevant Delivery Date, shall be limited to the costs and expenses which the Customer incurs in obtaining replacement goods of similar description and quality, less the Price of the Goods. The Supplier shall bear no liability for any failure to deliver the Goods to the extent that such failure is a result of:
(I). a Force Majeure Event; or
(II). the Customer's failure to provide the Supplier with adequate instructions which are relevant to the supply of the Goods, including but not limited to any delivery instructions.
(f). Where ________ days have passed after which the Supplier has attempted to deliver the Goods, the Supplier shall reserve the right to either resell or otherwise dispose of part or all of the Goods.
(g). The Supplier may deliver Orders by instalments, which shall be invoiced and paid for separately. The Customer is permitted to cancel an instalment due to any delay in delivery or defect in another instalment.
6. QUALITY AND FITNESS FOR PURPOSE
(a). For a period of ________ months, beginning from the date of delivery, the Supplier warrants that the Goods shall:
(I). be free from any material defects in design, manufacturing and workmanship;
(II). conform in all material respects with their description and the Specification;
(III). be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
(IV). be fit for any purpose as claimed by the Supplier.
(b). The Supplier shall, at its discretion, repair or replace any defective Goods, or issue a full refund of the price of the defective goods subject to the following conditions:
(I). the Customer giving the Supplier notice in writing within ________ Business Days after discovering that a portion or all of the Goods are not in compliance with the warranties set out in the preceding clause of this Contract;
(II). the Customer gives the Supplier a reasonable opportunity to examine the defective Goods; and
(III). where the Supplier requests it, the Customer shall return the defective Goods to the Supplier's place of business at the Customer's expense.
(c). In the event that the Goods do not comply with the warranties provided in this Contract, the Supplier shall bear no liability where:
(I). despite giving notice of defects to the Supplier, the Customer makes any further use of the defective Goods;
(II). the defect in the Goods is a result of the Customer's failure to follow any oral or written instructions given by the Supplier on the storage, commissioning, installation, use and maintenance of the Goods;
(III). the defect in the Goods is a result of the Supplier following any drawing or design or Specification supplied by the Customer;
(IV). without the Supplier's written consent, the Customer makes changes to or repairs the defective Goods;
(V). any defect to the Goods arises from fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
(VI). the Goods are different from the Customer's Specification but only as a result of any changes made to make sure they are compliant with any applicable statutory or regulatory requirements.
(d). In the event that the Goods fail to comply with the warranties set out in this Contract, the Customer shall still have the right to claim damages for defective Goods, despite the replacement, repair or refund issued by the Supplier.
(e). The terms of the Contract shall apply to any repaired or replacement Goods supplied by the Supplier.
7. TITLE AND RISK
(a). The Risk in the Goods shall pass to the Customer upon the unloading of the Goods at the Delivery Location.
(b). The Title to the Goods shall pass to the Customer upon the Supplier receiving payment in full.
(c). Until such a time that the title to the Goods passes to the Customer, the Customer shall ensure that:
(I). the Goods are stored separately from other goods held by the Customer to make them easily identifiable as the Supplier's property;
(II). it shall not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(III). the Goods are maintained in a satisfactory condition and kept insured against all risks for their full price from the date of delivery;
(IV). it informs the Supplier immediately if the Customer becomes subject to administration, insolvency, bankruptcy, liquidation, the appointment of a receiver to any of its assets or ceases to carry on business;
(V). from time to time, it provides the Supplier with information that the Supplier may reasonably require relating to the Goods and any material deterioration in the Customer's financial position.
(d). The Supplier shall have the right to recover Goods in which title has not passed to the Customer.
(e). Following the delivery of the Goods, the Supplier may at any time elect to transfer title in the Goods to the Customer. In such an event, the Customer shall immediately pay the Price to the Supplier.
8. PRICE AND PAYMENT
(a). The Supplier shall inform the Customer of the Price of the goods at the time the Supplier accepts the Order, along with the confirmation of the Order.
(b). The Price shall exclude the following costs:
(I). costs of packaging.
(II). insurance cost.
(III). transport costs for the Goods.
(IV). the following costs:
(c). The cost of delivery of the goods shall be included in the Price of the Goods which the Supplier quotes to the Customer in an invoice.
(d). The Supplier may issue the Customer an invoice for the price of the Goods plus VAT at the rate in force (if applicable) at any time after it confirms the relevant Order to the Customer. The invoice provided by the Supplier must contain the following details which shall be required by the Customer:
(I). the date of the Order.
(II). the invoice number.
(III). the contract number.
(IV). the Customer's order number.
(V). the Supplier's VAT registration number.
(VI). Any other supporting documentation that the Customer may reasonably require.
The Supplier shall send a physical copy of the invoice to the Customer's place of business via first class post.
(e). If the Customer fails to make any payment due to the Supplier under the Contract by the date when payment is due, then without any limitations to the remedies available to the Supplier under this Contract:
(I). the Customer shall pay interest on the overdue sum from the due date until the payment of the overdue sum, whether before or after a judgment to that effect. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time but at 4% a year for any period when the base rate is below 0%.
(II). the Supplier shall reserve the right to suspend all further deliveries of Goods until the Customer makes payment in full.
(f). All amounts falling due under this contract from the Customer to the Supplier shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Without limiting any rights or remedies available to it, the Supplier shall reserve the right to, at any time, set off any amount owing to it against any amount payable by the Supplier to the Customer.
(g). The Customer shall pay each invoice the Supplier submits by cash delivered or given in person to the Supplier at the Delivery Location
9. LIMITATION OF LIABILITY
(a). The Supplier holds insurance cover in respect of certain aspects of its own legal liability for individual claims up to a maximum of £ ________ (________) per claim. This clause has been drafted to reflect the extent of the insurance cover the Supplier has been able to obtain and the Customer bears the responsibility of acquiring insurance for any excess liability. The Supplier has obtained the insurance cover to the extent provided for the following reason:
(b). Regardless of any provision to the contrary in this Contract, the Supplier shall not be absolved of responsibility for:
(I). death or personal injury that is a result of its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(II). fraud or fraudulent misrepresentation;
(III). breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(IV). any matter in respect of which would be unlawful for the Supplier to exclude or restrict liability.
(c). Subject to the provisions of the relevant clause of this Contract:
(I). The Supplier shall bear no liability to the Customer, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, for any direct or indirect loss of profit as well as any indirect or consequential loss that arises under or in connection with the Contract; and
(II). £ ________ (________) shall represent the maximum amount of the Supplier's total liability to the Customer for all other losses that arise under or in connection with the Contract, whether in contract, tort (including negligence, misrepresentation, restitution or otherwise.
10. COMPLIANCE WITH RELEVANT LAWS AND POLICIES
(a). While complying with the obligations imposed on it by this Contract, the Supplier shall comply with all applicable laws, statutes, regulations and/or codes governing the type of goods being supplied that are in force from time to time. If the Supplier breaches any of the obligations imposed on it by this Contract due to its compliance with any of such laws governing the goods, then the Supplier shall bear no liability to the Customer for such a breach.
(b). If the Supplier breaches this clause of the Contract and the goods do not comply with the relevant laws governing their form, measurements or any aspects then the Customer reserves the right to immediately terminate the Contract.
11. TERMINATION
(a). Without limitations to any rights or remedies available to it, either party shall reserve the right to immediately terminate this Contract by giving written notice to the other party if:
(I). the other party commits a material breach of any term of the Contract and (where such a breach is remediable) fails to remedy that breach within ________ days of that party being notified in writing to do so, beginning from the day on which such notice is received by the party at fault.
(II). the other party has taken against it any step or action towards entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying court for or obtaining a moratorium under Part A1 Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to its assets, or is entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause.
(III). the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry all or a substantial part of its business.
(IV). the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Contract is in jeopardy.
(b). The Supplier may, without affecting any other right or remedy available to it, terminate this Contract with immediate effect by giving written notice to the Customer if:
(I). the Customer fails to pay any amount due under this Contract on the due date for payment and remains in default not less than ________ days after receiving notice in writing to make such a payment.
(II). there is a change of control of the Customer.
(c). Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.
(d). The termination of this Contract shall not expressly or by implication affect any provision of this Contract that is intended to come into or continue in force after termination.
12. FORCE MAJEURE
(a). Neither party shall be in breach of this Contract or otherwise liable for any failure or dealt in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for ________ , the party not affected may terminate this Contract by giving ________ written notice to the affected party.
(b). Under this clause, a force majeure shall include:
(I). acts of God, flood, drought, earthquake or natural disaster.
(II). epidemic or pandemic.
(III). terrorist attack, civil war, commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off diplomatic relations.
(IV). any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition.
(V). collapse of buildings, fire, explosion or accident.
(VI). any labour or trade dispute, strikes, industrial action or lockouts.
13. ASSIGNMENT AND OTHER DEALINGS
(a). The Customer is not permitted to assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Contract.
(b). The Supplier may at any time assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights under this Contract.
14. CONFIDENTIALITY
(a). Each party agrees that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by this Contract. This confidentiality obligation shall apply at any time.
(b). Each party is only permitted to disclose the other party's confidential information in the following circumstances:
(I). disclosure to its employees, officers, representatives, subcontractors or advisers who need to be aware of such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Contract. When disclosing the other party's confidential information, the disclosing party is required to ensure its employees, officers, representatives subcontractors or advisers comply with this clause; and
(II). in connection and to the extent required by law, a court of competent jurisdiction or any government or regulatory authority.
(c). Neither party is permitted to use the confidential information of the other party for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.
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17. WAIVER
(a). For a waiver of any right or remedy to be effective, it must be given in writing and shall not be deemed as a waiver of any subsequent right or remedy.
(b). If a party fails or delays in exercising, in full or in part, any right or remedy, it shall not constitute a waiver of that or any right or remedy, nor shall it prevent or restrict the further existence of that or any other right or remedy.
18. SEVERANCE
(a). If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract.
(b). If any provision or part-provision of this Contract is deemed deleted under this clause, the parties shall negotiate in good faith to agree on a replacement provision that, to the greatest extent possible, achieved the intended commercial result of the original provision.
19. NOTICES
(a). Any notice given to a party under or in connection with this Contract shall be in writing and shall be:
(I). delivered by hand at its registered office or place of business.
(II). sent by email to the following addresses (or an address substituted in writing by the party to be served):
Customer: ________
Supplier: ________
(b). Any notice shall be deemed to have been received if:
(I). it is delivered by hand at the time the notice is left at the proper address.
(II). it is sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
(c). This clause does not apply to the work of any service of any proceedings or other documents in any legal action, or, where applicable, any arbitration or other method of dispute resolution.
20. THIRD-PARTY RIGHTS
(a). This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
(b). The rights of the parties to rescind or vary this Contract are not subject to the consent of any other person.
21. GOVERNING LAW
This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
22. JURISDICTION
Each party irrevocably agrees that the court of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
This Contract has been entered into on the date stated at the beginning of it.
________ , ________
on behalf of ________
________ , ________
on behalf of ________