Terms and Conditions of Purchase

1. Definitions

In these conditions “the company” means METRODE PRODUCTS LIMITED and “the supplier” means the person or company to whom this order is addressed. Where the contract is for the provision of services, the words “the goods” shall be read, where the contract permits, as meaning the services which the supplier has contracted to provide.

2. Conditions

These conditions shall form the basis of the contract between the company and the supplier. Notwithstanding anything to the contrary in the supplier’s standard conditions or in any tender, quotation, advice note, invoice, acknowledgement, letter or any other document issued or sent by the supplier, these conditions shall apply except insofar as expressly agreed in writing by the company. No servant or agent of the company has power to vary these conditions orally. If the supplier shall not previously have accepted these conditions, then delivery by him shall constitute such acceptance. These general conditions shall be subject to such further special conditions as may be prescribed in writing by the company. In the event of any conflict, or apparent conflict, between the special conditions and the general conditions, the special conditions shall prevail.

3. Prices

The price quoted by the supplier shall include delivery to HANWORTH LANE. CHERTSEY. and the cost of packing (see condition 4). All prices shall be fixed. (It is not acceptable for the supplier to quote a variable price or stipulate for prices at the date of delivery or the like).

4. Packing

All goods must be properly packaged to survive transit to the point of delivery stated in the order, and to resist pilferage, distortion, corrosion or contamination. Where different batches, lots or casts are supplied in a single consignment they shall be physically separated and clearly identified. All goods shall be clearly and legibly labelled and addressed.

5. Payment

Unless otherwise stated in the order, payment will be made within 60 days following the month of invoice. Payment by the company in accordance with the stipulated payment terms shall not constitute any admission by the company as to the performance by the supplier of his obligations.

6. Delivery

The supplier will deliver and unload the goods to Hanworth Lane, Chertsey, unless otherwise stated in the order not later than the delivery date stated in the order. Goods can only be accepted during normal working hours Monday-Friday or such other times as may be agreed in writing. Time shall be of the essence of the contract.

7. Force Majeure

If delivery is delayed by some cause totally outside the control of the supplier, then he shall give written notice of such cause within 7 days of its occurrence and the company may then (but without prejudice to its other rights) allow such extra time for delivery as is reasonable in the circumstances.

8. Documentation

(i) All correspondence, acknowledgments, invoices, statements, advice and despatch notes,
must quote the company’s order number and be sent to the company’s registered office.
(ii) All invoices and statements must show separately the VAT rate and the amount of VAT
charged and the Suppliers VAT registration number.
(iii) Where required by specification, an analysis shall be supplied, either on the delivery note,
or separate test certificate, this analysis shall accompany the goods or arrive in advance
of delivery.

9. Guarantee

It shall be a condition of the contract that the goods comply in all respects with the contract description and where applicable, specification, and with any statements or undertakings made by the supplier, or his servants or agents prior to the giving of the order. The supplier undertakes that all goods and services supplied by him shall be first class quality and recognises that the company has placed the order relying upon the skill and expertise of the supplier and any statements and representations made by him. If the goods (or any of them) supplied shall be defective upon delivery or shall prove to be defective within 12 months of delivery, then the company may call upon the supplier (but without prejudice to the company’s other rights) to rectify the defects or replace the goods (at the company’s option) at the supplier’s own expense. All the obligations in this condition shall further apply to any such rectified or replacement goods. The supplier, when requested, shall be able to relate the company’s order number for a given consignment to its manufacturing history and demonstrate adequate quality control checks to ensure conformity with the requirements of the contract.

10. Rejection

Unless otherwise agreed in writing by the company, goods supplied which fail to conform to any or all of the requirements of the contract may be quarantined pending further testing or rejection, in such instances payment for the goods may be delayed until the acceptability of the goods has been resolved.

11. Passing of Property and Risk

The property and risk in the goods shall pass to the company on delivery but without prejudice to any right of rejection.

12. Cancellation

The company shall be entitled to cancel this order at any time by giving written notice to the supplier. If the company exercises this right of cancellation it shall be bound to pay a reasonable price for any work already completed but shall otherwise be free from liability.

13. Indemnity

The supplier shall keep the company fully and effectively indemnified against:
(i) any claims for infringement of any letters patent or registered design trademark or trade
name by reason of the use or sale of the goods supplied, and against all costs and
damages which the company may incur in any action for such infringement or for which the
company may become liable in such action; and
(ii) any royalties payable by the supplier; and
(iii) any claim in contract or tort or otherwise, for any direct or indirect damages, expenses or
costs relating to damage to property; or injury or loss to any person, firm or company; or for
any loss of profit or production arising out of, or occasioned by, any error in design or
drawings; or any defects in or failure of the goods or part thereof provided; or work
performed by the supplier or occasioned by reason of any act or omission by the seller or
any sub-contractor of his; and
(iv) consequential loss, such as inability on the part of the company to meet other contractual
commitments, due to late delivery.

14. Bankruptcy

If the supplier shall become bankrupt or insolvent, or have a receiving order made against him, or compound with his creditors, or, being a corporation, commence to be wound up, not being a member’s voluntary winding up for the purpose of reconstruction or amalgamation, or carry on its business under a receiver for the benefit of its creditors or any of them, the company shall be at liberty either:

(i) to terminate the contract forthwith by notice in writing to the supplier, or to the receiver or
liquidator, or to any person in whom the contract may become vested: or
(ii) to give such receiver, liquidator or other person the option of carrying out the contract
subject to his providing a guarantee for the due and faithful performance of the contract.

15. Visits

The company shall be entitled to make reasonable visits to any or all of the supplier’s premises for the purpose of inspecting work in progress and shall give not less than 48 hours’ notice in writing of such visits.

16. Confidentiality

The supplier shall hold as confidential all information, details, specifications, drawings and any other matter relating to the goods or services to be supplied in any way whatsoever and shall not disclose the same or any of the same to any other person except such of his employees and permitted subcontractors and suppliers as may be necessary for the performance of his obligations under this contract. All documents and drawings containing such information and any copies thereof shall upon completion of the contract, or its termination for any reason, be returned to the company.

17. Law

English law shall be the proper law of the contract and all claims under the contract shall be settled by reference to the English legal system. All disputes between the parties shall be resolved by arbitration by an arbitrator to be agreed by the parties, or, in default of agreement, to be appointed by the President of the Chartered Institute of Arbitrators.

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