The expression “Company” and “Supplier” herein shall mean respectively Truturn Precision Engineering (Charfield) Limited and the person, firm or company to whom the Purchase Order is given.
2. PREVAILING CONDITIONS
These conditions shall apply to the exclusion of any other terms, conditions, warranties or representations, written or oral, expressed or complied.
3. AMENDMENT TO ORDER
The Company shall not be liable for any orders or amendments thereto other than those issued and confirmed on the Company’s official printed form or amendment form duly signed by the Company’s Purchasing Department.
4. OTHER SPECIAL CONDITIONS
Where the order quotes Special Conditions, they shall supplement these conditions, and wherever they are in conflict with these they shall override them.
5. PACKING, MARKING AND DESPATCH OF GOODS
a) All supplies shall be properly packed, marked and despatched at the Supplier’s expense in accordance with the requirements of the Company.
b) The Supplier shall mark the outside of each package with his name and full details of the destination and include a Packing Note stating the contents and our purchase order number.
c) The Company shall not be liable to pay for or return to the supplier any packaging or crating, unless agreed otherwise.
A separate invoice for each individual consignment of goods or work done shall be sent by the Supplier to the Company as soon as is reasonably practicable after despatch or performance.
a) All supplies and work done shall be subject to inspection and test by the Company who shall have the right at the Supplier’s expense to reject such supplies or work done as shall be defective in materials and workmanship or otherwise fail to meet the requirements of the relevant purchase order.
b) The Company’s representative shall be allowed to visit the Suppliers works at any reasonable time to inspect the progress of the work.
c) The Company will be entitled to inspect and test supplies during manufacture, processing and storage and shall be entitled to give notice to the Supplier that the supplies do not comply with the relevant purchase order whereupon the Supplier will take such steps as may be necessary to ensure such compliance.
Supplies and work to be done covered by the relevant purchase order shall conform to the specification, drawings, samples or other description furnished, specified or approved by the Company and shall be fit for the purpose intended, merchantable, in the case of supplies of good material and workmanship and free from defect. If a standard of performance is specified supplies should be capable of the required performance and where applicable Test Certificates, Certificates of Conformity and / or Material Analysis Certificates, specified on the order will be required.
9. DELIVERY OR PERFORMANCE
Any time of delivery or performance stated on the relevant purchase order shall be of the essence of the contract, and if the Supplier fails to deliver or perform within the specified time or by the specified date the Company shall have the right to obtain other supplies from elsewhere, and extra costs and loss of profits incurred by the Company being paid by the Supplier. Early deliveries may be returned at the Supplier’s expense. Where orders are given for scheduled deliveries over a specified period, the Company reserves the right to amend the design or specification.
10. PASSING OF PROPERTY AND RISK
Property and risk in the supplies shall pass to the Company on delivery without prejudice to any right of rejection which may accrue to the Company under these conditions, and upon rejection, property and risk shall repass to the Supplier within 48 hours of notice of such rejection being given to the Supplier by the Company.
11. TERMS OF PAYMENT
The Company will pay on 60 days from the end of month in which the debt was incurred.
12. ACKNOWLEDGEMENT OF ORDER
Each order must be acknowledged by the Supplier as soon as possible after receipt from the Company.
In the event that any supplies or work done prove defective under normal conditions of use within one year of supply or execution the Supplier will replace such supplies, carry out such repairs as are necessary, or renew such work at no cost to the Company.
14. TERMINATION OF ORDER
The Company shall have the right to terminate this order in whole or in part at any time by giving the Supplier notice in writing whereupon all work on this order shall be discontinued. The Company shall pay a fair and reasonable price for all work in progress at the time of termination and the Supplier shall afford the Company every assistance to ascertain the extent of such work in progress. The Company shall not be liable for loss of anticipated profits or for any consequential loss whatsoever and in the event of terminating the Supplier shall submit a claim within two months of such termination after which time claims will only be met in exceptional circumstances.
15. DAMAGES OR LOSS IN TRANSIT
The Supplier will replace or repair free of charge supplies damaged or lost in transit and, in the case of damage, delivery shall not be deemed to have taken place until replacement or repair supplies have been delivered.
16. DRAWINGS, SPECIFICATIONS, ETC.
All specifications, patterns, photography, samples and information provided by the Company to the Suppler shall remain the property of the Company to whom they shall be returned within three months of completion of the order and the Supplier shall not disclose them to any third party without the express written consent of the Company.
a) All tools, jigs, dies, fixtures, moulds, patterns, plant or other equipment (hereinafter called “tooling”) supplied or paid for by terms of a purchase order shall remain the Company’s property.
b) All tooling shall be maintained and kept in good repair and replaced when necessary by the Supplier and shall not be used by the Supplier except for manufacture in accordance with the relevant purchase order from the Company except with the written consent from the Company.
The order is to be treated as secret and confidential between the Supplier and the Company. The subject matter of any order shall not be used for advertisement, display or publication without the Company’s consent in writing.
No variation in the price specified in the relevant purchase order will be accepted by the Company unless the Company has expressly accepted in writing such variation.
20. SUB CONTRACTING
Any sub-contracting by a supplier shall have Truturn Precision Engineering Ltd prior written approval and shall be subject to the same terms and conditions as the order, and you shall be fully liable as if the goods were wholly manufactured by you.
21. BANKRUPTCY OR LIQUIDATION
a) If a receiving order is made against the Supplier or if the Supplier shall enter into an arrangement or composition with Creditors or if being a Company the suppliers shall go into liquidation whether voluntary or otherwise (except for the purpose of amalgamation or reconstruction) or if a Receiver or Manager on behalf of the Creditor shall be appointed then the Company shall be entitled by written notice to cancel the order forthwith without compensation to the Supplier and hereupon any property of the Company has loaned to the Supplier or any free issue material supplied to the Supplier in connection with the order (whether worked upon or not) shall be returned to the Company on demand.
b) The exercise of the right of cancellation shall be without prejudice to any action or remedy which shall have accrued or shall accrue thereafter to the Company.
These terms and conditions shall be subject to and interpreted in accordance with the laws of England.