Standard terms and conditions for the purchase of goods provide a framework for individual sale and purchase transactions. This short form is drafted in favour of the Buyer and the parties are deemed to have accepted them by transacting without signing.
The Buyer gives the Seller the purchase order, who will supply the Goods specified and subject to the conditions which shall govern the Contract to the exclusion of any other terms and conditions. Any reference 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 apply to the Contract.
The quantity, quality and description of the Goods shall, subject as provided in the Conditions, be as specified in the Order and/or in any applicable Specification supplied by the Buyer to the Seller or agreed in writing by the Buyer. Any Specification supplied by the Buyer to the Seller, or specifically produced by the Seller for the Buyer, in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in the Specification, shall be the exclusive property of the Buyer. The Seller shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Seller, or as required for the purpose of the Contract.
The Goods shall be marked in accordance with the Buyer’s instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.
The Seller shall not unreasonably refuse to take any steps necessary to comply with any request by the Buyer to inspect or test the Goods during manufacture, processing or storage at the premises of the Seller or any third party prior to despatch, and to provide the Buyer with any facilities reasonably required by the Buyer for inspection or testing.
If as a result of inspection or testing the Buyer is not satisfied that the goods will comply in all respects with the Contract, and the Buyer so informs the Seller within seven days of inspection or testing, the Seller shall take such steps as are necessary to ensure compliance.
The Seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods. The Seller shall be entitled to invoice the Buyer on or at any time after delivery of the Goods, as the case may be, and each invoice shall quote the number of the Order. The Buyer shall be entitled to set off against the Price any sums owed to the Buyer by the Seller.
The Goods shall be delivered to the Delivery Address on the date or within the period stated in the Order. Where it is agreed in writing that the date of delivery of the Goods is to be specified by the Seller after the placing of the Order, the Seller shall give the Buyer reasonable notice in writing of the specified date. The time of delivery of the Goods is of the essence of the Contract.
The Buyer shall be entitled to reject any Goods delivered which are not in accordance with the Contract. The Seller shall supply the Buyer in good time with any instructions or other information to enable the Buyer to accept delivery of the Goods. The Buyer shall not be obliged to return to the Seller any packaging or packing materials for the Goods, whether or not any Goods are accepted by the Buyer.
If the Goods are not delivered on the due date then, without prejudice to any other remedy, the Buyer shall be entitled to deduct from the Price or (if the Buyer has agreed to pay any part of the price in advance of delivery) to claim from the Seller by way of liquidated damages for delay 5 per cent of the Price for every week’s delay, up to a maximum of 20 per cent of the price.
The Buyer shall not be deemed to have accepted the Goods until it has a reasonable time to inspect them following delivery or collection as the case may be. The Buyer shall also have the right to reject the Goods as though they had not been accepted for a reasonable time after any latent defect in the Goods has become apparent. Where the Seller is not the manufacturer of the Goods, the Seller shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Seller.
Risk of damage to or loss of the Goods shall pass to the Buyer upon the Buyer takes physical possession of the Goods in accordance with the Contract. The property in the Goods shall pass to the Buyer upon delivery, unless payment for the Goods has been agreed to be made prior to delivery, when it shall pass to the Buyer once payment has been made and the Goods have been appropriated to the Contract.