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Master Purchase / Supply Agreement for the purchase of goods / product to provide a framework for individual sale and purchase transactions. This form is drafted in favour of the Seller / Supplier.
The Buyer desires to purchase Goods from the Seller, and Seller desires to sell Goods to the Buyer pursuant to the terms and conditions set forth in this Agreement. These terms and conditions shall apply to all orders or requests for Goods issued by the Buyer in response to which the Seller provides the Goods to the Buyer to the exclusion of any other terms and conditions. Any reference overleaf to the Seller’s quotation, specification, price list or like document shall be solely for the purpose of describing the Goods to be supplied and no terms and conditions endorsed upon, delivered with or referred to in such application to the Agreement.
These Conditions shall be incorporated into each Contract and shall govern each Contract to the exclusion of any other terms and conditions subject to which any written quotation of the Seller is accepted or purported to be accepted, or any written order is made or purported to be made, by the Buyer. No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller's authorised representative.
Quotations, whether written or oral, submitted by the Seller shall be deemed to be an invitation to treat and not an offer. The Seller's employees or agents are not authorised to make any representations concerning the Products unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
The quantity, quality and description of and any specification for the Products shall be those set out in the Seller's quotation / invoice (unless otherwise confirmed in Writing by the Seller's authorised representative). The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Products within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
All right, title and interest in any intellectual property rights in connection with the Products (and all associated materials, images and information) is vested in the Seller. The Buyer must not directly or indirectly do anything to interfere or challenge these rights, and must give all reasonable assistance in defending any intellectual property infringement or threatened infringement.
If the Products are to be manufactured or any process is to be applied to the Products by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with (or paid or agreed to be paid by the Seller in settlement of) any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller's use of the Buyer's specification.
The Seller reserves the right to make any changes in the specification of the Products which are required to conform with any applicable safety or other statutory requirements or, where the Products are to be supplied to the Seller's specification, which do not materially affect their quality or performance.
No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
The Buyer must only use the Products for a Legitimate Purpose. The Buyer must upon request, confirm in writing (and provide evidence to the satisfaction of the Seller) that the Buyer is using the Products only for a Legitimate Purpose
Risk of damage to or loss of the Products shall pass to the Buyer:
(a) in the case of Products to be delivered at the Seller's premises, at the time when the Products are handed to the Buyer or its carrier; or
(b) in the case of Products to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Products, the time when the Seller has tendered delivery of the Products.
This document should be carefully read by the Buyer and the Seller.
Both parties should sign and return a copy, and once signed, both parties should get a copy.
All terms and conditions regarding the sale of the specific vehicle should all be clearly stated in the sale agreement.