The Purchaser means Longwear.
The Supplier means the firm or company who has been contracted to supply the goods or services.
The Contract means the agreement reached between the Purchaser and Supplier for the provision of the goods or services.
The Goods means the materials, equipment or services provided by the Supplier.
1. No charges will be accepted for packing, boxing or crating unless authorised by the contract.
2. Unless otherwise agreed all goods are to be submitted carriage paid to our factory, or any branch or depot thereof, as may be directed by us. Any carrier shall not be regarded as an agent of the Purchaser.
3. The right is reserved to cancel this order, or any part, if delivery is not made within the same time specified in the contract, in which case the Purchaser may purchase from elsewhere goods as similar to those of the Supplier as possible, debiting the Supplier with the extra cost, if any. The right is also reserved to claim damages for any additional costs arising from late delivery.
4. Goods delivered in excess of the quantities ordered will not be accepted unless by special arrangements and all charges in respect of same will be the Supplier’s responsibility and where excess goods are accepted the same shall be subject to these conditions.
a) The product supplied must meet all contract requirements and be delivered on time.
b) All materials and goods shall in every respect be equal to description, specification, previously approved samples and/or samples submitted (if any) and shall be subject to the Purchaser’s inspection and approval within reasonable time after delivery. In any instance where the goods or services or part thereof do not conform to the contract the Supplier must make good the supply to the satisfaction of the Purchaser and must also be responsible for all consequential losses arising from the use of any faulty material.
6. If the order provides for the machining or treatment of any materials or parts which are our property, or for which the Purchaser is responsible, the Purchaser reserves the right to charge to the Seller the cost of such materials or parts if whilst in the Seller’s custody they are destroyed or damaged or rendered unfit for the purpose for which they were originally manufactured.
a) Suppliers shall inform Purchaser of any occurrences of non-conforming products and obtain Purchaser’s approval for non-conforming product disposition.
b) If it is suspected that non-conforming products have been supplied, then the batch/serial numbers, dates and quantities shall be provided.
c) As part of the corrective action process, details of the containment action, root cause(s) and action to prevent reoccurrence shall be supplied.
d) Where relevant, a concession/deviation will be required prior to the supply of any non-conforming products.
8. Suppliers shall inform Purchaser, prior to delivery, of any changes in the product, process, manufacturing location, change of Suppliers, and where required, gain approval prior to implementing such changes.
9. Suppliers shall offer right of access to Purchaser and its customers and/or regulatory authorities to all facilities involved in the order and to all applicable records.
a) The Supplier must behave in an ethical manner.
b) The Supplier shall retain records relating to manufacture, inspection and testing until authority to destroy has been given by Purchaser and/or regulatory authorities.
11. For all orders the flow down of the above requirements to sub-tier Suppliers / Sub-Contractor, including key characteristics, must be documented.
12. The price of materials, goods and services specified shall be as stated on this contract unless otherwise agreed in writing.
13. The Supplier guarantees that the sale or the use of his products will not infringe any British or Foreign Patent, Trade Mark, Name or Registered Design and undertakes to indemnify the Purchaser against all expenses, actions, proceedings, claims, demands and costs resulting from any actual or alleged infringement.
14. The Purchaser reserves the right to cancel this order without incurring any liability in respect thereof, or any part uncompleted if a stoppage occurs due to fire, strikes, force majeure or from any other causes beyond the Purchaser’s control or from any causes due to any act or demands of the British Government or as a consequence of war or outbreak of hostilities.
15. Duly accredited representatives of the Purchaser shall be allowed to inspect materials ordered at any state of manufacture.
16. The Supplier shall not without the Purchaser’s prior consent in writing assign, transfer or make over this order or make any sub-contract in respect of it to any third party.
17. All tools, jigs, dies, moulds and patterns etc, made specially for this order become our property for our exclusive use and shall be retained by you in good condition for the duration of this order after which time they shall be returned to the Purchaser unless otherwise agreed.
18. The Supplier fully guarantees the Purchaser for a period of 24 months or other such agreed period from the date of delivery in respect of any defect which may arise in the goods attributable to faulty material, workmanship, or design (unless such design was carried out in detail by the Purchaser) and any defective parts shall be replaced by the Supplier without any extra cost to the Purchaser.
19. This order or any authorised variation thereof or addition thereto is given on the strict understanding that you will hold us indemnified :-
a) Against all action, proceeding, demands, losses, claims, damages, expenses and costs whatsoever, arising at the instance of your servants or agents or your sub‑contractors, their servants or agents, under Statute, Statutory Instrument or at Common Law or in Equity or otherwise howsoever, and
b) Against all action, proceeding, demands, losses, claims, damages, expenses and costs whatsoever, arising at the instance of any third party in connection with the supply of goods or the services rendered by the Supplier under Statute, Statutory Instrument Regulation or at Common Law or in Equity or otherwise howsoever.
20. Any disputes between Purchaser and Supplier can only be settled in an English Court.
21. Any dispute or claim emanating from the contract between the Supplier and the Purchaser shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce. Such arbitration shall be effected in the UK in the English language.
22. Quantities, weights, dimensions, specifications ascertained by the Purchaser after inspection, examination or testing shall be considered definitive for the purpose of this contract.
23. Where warranties or implied warranties have been agreed between Purchaser and Supplier if in the reasonable opinion of the Purchaser the goods supplied in practice or service do not conform to the warranty it is the responsibility of the Supplier to recompense the Purchase for all costs arising from the unsatisfactory supply.
24. The Supplier shall take out and maintain such insurances as are necessary to cover his liabilities including Contract and All Risk, Employers Liability, Public Liability and Third Party Risks.
25. These conditions are the only conditions within which the Purchaser is prepared to deal with the Supplier and shall govern all contracts to the exclusion of other express or implied conditions.