1.1 "Contract" means the contract for the sale and purchase of the goods by Us
1.2"Delivery" means when goods arrive with Us.
1.3"In writing" means communication by letter, fax or email providing that it is in conformance with these Terms.
1.4"Order" and "Purchase Order" means an official purchase order issued by Us
1.5"Order Confirmation" means a written confirmation of Acceptance of Our order by You sent to Us In Writing.
1.6"Parties" means You and Us.
1.7."Quotation" means a formal written quotation describing the specification of the goods or services to be supplied by You including any and all correspondence and communications from You.
1.8"Terms" are these Terms and Conditions of Purchase
1.9"Us" or "Our" or "We" are Mercian Labels Limited trading as "Mercian Labels" or "Mercian Labels Group", or "Security Labels International",or "Geoffrey Waldmeyer Associates ", a company registered in England number 00951963. Our registered office is Mercian House, Watling Street, Cannock, Staffs, WS11 0BD, United Kingdom. Our switchboard telephone number is +44/0 1543 431 070, our fax number is +44/0 1543 431 077 and our company email is email@example.com.
1.10"You" or "your" is you, the supplier of goods and services contracting with Us.
2. General Terms & Conditions
2.1 Please read these Terms carefully as these Terms tell You the rights and obligations You have and shall govern the Contract between the Parties to the entire exclusion of any other express or implied conditions including any terms or conditions which You may purport to apply under any quotation, estimate, confirmation of Our order or similar document.
2.2 Acceptance by Us of any contract with You is Conditional on You accepting that the contract will be governed solely by these Terms and in particular it is agreed that these Terms take precedence over the terms and general conditions of sale otherwise used by You, and any Quotation or similar document from You relating to Our order is intended to accept these Terms, but is otherwise for Your own administrative purposes only.
2.3 These Terms and Our Order and Your Quotation embody the entire understanding of the Parties and may only be modified by a variation in writing signed on behalf of Us by one of Our Company Directors and no other action on the part of Us (whether acceptance of the goods or otherwise) shall be construed as an acceptance of any other condition.
2.4 You may have other rights granted by law including statutory rights and these Terms do not affect these.
2.5 Any typographical, clerical or other error or omission in any Purchase Order or other document or information issued by Us shall be subject to correction without any liability on the part of Us.
2.6 Communication by telephone, verbal instruction, fax or email is legally binding providing that it is in conformance with these Terms.
2.7 The opening or receipt of any documentation by You referring to our Terms and Conditions indicates an acceptance of and agreement to them unless otherwise expressly rejected or disputed by You and with direct reference to the offending clause or term.
2.8 You accept that We can record telephone conversations with You and use that recording in any dispute.
3. Secrets and Intellectual Property Rights
3.1 The Parties will keep any confidential information disclosed by the other secret and will not use or take advantage of it without the other's agreement. This does not apply to information known to the receiver before it was disclosed in connection with a contract, or which becomes public knowledge without the fault of the receiver.
3.2 Intellectual Property Rights in any documents, correspondence, software or goods originating from Us are and remain Our property.
3.3 You undertake not to disclose to third parties the existence of the Order or its content, except on a "need to know" basis (e.g. subcontractors) and will not without Our prior written consent advertise or publish in any way whatsoever the fact that You have contracted to supply goods or services to Us.
3.4 By acceptance of Our Order, You warrant and agree that any goods furnished here under and the use thereof, do not infringe any third party's property rights; that You will defend any action that may arise in respect thereof, and that You will indemnify and save harmless Us and any subsidiary or affiliated company thereof against any loss including damages, costs or expenses, including legal fees, which may be incurred by the assertion of any intellectual property rights by other parties.
3.5 All ideas, discoveries and inventions made in the performance of work done under the Purchase Order, including all Intellectual Property in documents, designs, drawings, calculations, descriptions, specifications and other things which You prepares or causes to be prepared specifically for the execution of the Purchase Order, shall be Our property, unless otherwise expressly agreed in writing and accepted by a Director on behalf of both Parties, respectively and if necessary and at Our request You must execute all such documents and do such other things as may be required to transfer or confirm such ownership of Us.
4. Your Obligations
4.1 You warrant that:
4.1.1 The individual who is accepting our Order on behalf of You is authorised by Your company to do so.
4.1.2 You shall at Your own expense indemnify Us against any loss, costs (including legal fees and VAT thereon), damages, claims, charges and expenses incurred by Us as a result of any breach by You of the warranties set out in these Terms
4.1.3 You, Your employees and any third party You do business with, have not and will not offer, promise, give or accept any bribes, gifts, hospitality or expenses to any party (including foreigh officials, private businesses and public bodies) that could influence the outcome of any business transaction with Us as we have a zero tolerance policy to bribery in accordance with UK legislation.
5.1. It is a condition of the contract that prices are fixed and non-revisable.
5.2 Carriage and Packaging costs are included in the price and You acknowledge that We will not accept charges for carriage or packaging unless detailed in Our Order.
5.3 To the extent that Value Added Tax is legally chargeable on the supply to Us of any goods or services provided by You under the Order, We shall pay such Tax as an addition to payments otherwise due to You under the Order. The Order Price is deemed to exclude Value Added Tax.
5.4 If, during the life of this Agreement You sell any goods/parts/materials or services substantially the same as that those purchased from You by Us at prices, including applicable freight equalisation terms, lower than the prices then effective under this Agreement to a third party, said lower price(s) shall apply to all goods/parts/materials or services thereafter shipped under this Agreement during the period of sale at such lower price(s) to others, provided You can legally extend such lower price(s) to Us and in this eventuality You shall refund Us with the difference in price for All goods sold to us within 30 days of You selling at such lower prices to any third party and You shall be responsible for notifying Us of this event within 30 days of you making such a sale at a lower price.
5.5 If at any during the life of this Agreement We can purchase goods/parts/materials or services of like quality at a price which will result in a delivered cost to Us that is lower than the delivered cost of the goods/parts/materials or services purchased hereunder, We may notify You of such delivered cost and You shall have an opportunity of pricing goods/parts/materials or services hereunder on such a basis as to result in the same delivered cost to Us. If You fail to do so or cannot legally do so, We may purchase from the supplier of the lower delivered cost goods/parts/materials or services, and any purchase so made shall be held to apply to this Agreement, and the obligation of Us and You shall be reduced accordingly.
6.1 Any Purchase Order given to You by Us constitutes an acceptance of Your offer to supply Us with goods or services according to Your quotation.
6.2 In any event the execution or commencement of work or issuing of an Order Confirmation by You or commencement of Delivery pursuant to the Order (whatever occurs first) constitutes acceptance of Our Order on the terms contained in or referred to in the Order and these Terms.
6.3 An order will only be binding on Us if it contains a valid purchase order number or has been placed In Writing by one of Our Directors. The onus is on You to satisfy yourself that You have obtained a valid purchase order number. If in doubt You should contact Us to confirm the status of the purchase order number.
6.4 If You discover You have made a mistake with Your Quotation You must inform Us immediately. No order which has been placed by Us may be cancelled or varied in any way by You except with the agreement in writing of Us and on terms that You shall indemnify Us 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 Us as a result of cancellation or variation.
6.5 No modifications to these Terms, or the commercial or technical terms and conditions of the Order will be effective or implemented without a written and signed authorisation by one of Our Directors. Any modification authorised by Us and accepted by You has been placed on the implicit understanding that the change has no impact other than that specified in the authorisation.
7.1 Payment will be made by Us within 60 days from the end of the month of invoice receipt or goods/service receipt date, which ever is later, in pounds sterling. We reserve the right to withhold any amounts which are the subject of a bona fide dispute or to deduct from any monies due to You. No payment of any amount shall constitute any admission by Us that the goods are satisfactory or Your proper performance. Any exception to these payment arrangements must be agreed In Writing by Us.
7.2 In so far as payment of Your invoices is concerned, time is not of the essence.
8. Quality, Quantity and Description
8.1 It is a condition of the Order that the goods supplied to Us under the Order shall be of first class materials and workmanship and must met the particulars referred to in the Order as to quantity, quality standards and description. We may reject the goods if they fail to conform as to quantity, quality or description with the particulars stated in the Order, where the defect the apparent on a visual inspection one month after Delivery, or in any other case one month after We have discovered the defect in question.
8.2 We are replying in good faith on all drawings, weights, dimensions, descriptions and illustrations contained in any sales literature, artwork approval or quotation You provide to Us.
8.3 You will guarantee the goods or services, object of the Order, against continuing or hidden defects.
8.4 During the guarantee period, You will repair or replace any Defect to parts of the Supply or rectify any design defect of the Supply, without delay & at Your own cost. This will include labour, material and freight. The contractual guarantee period will be one year. Guarantee will start at beginning of usage, however, not later than three months after Delivery.
8.5 We reserve the right to purchase spare parts, accessories and supplies for any ordered machines or machinery whenever or wherever We may desire to do so.
8.6 By acceptance of the Order You grant Us the right to make periodical visits to the Your plants or to Your subcontractor(s) on reasonable notice to inspect material and to determine actual progress of manufacture. If as a result of any inspection or test We are of the opinion that the goods do not comply with the order, or are unlikely on completion of manufacture or processing so to comply We shall inform You accordingly and You shall take steps to ensure such compliance.
8.7 In is a Condition of the contract that you may not subcontract any part of the contract without Our prior written consent. If You do subcontract any part of the contract without such prior written consent then We shall be entitled, at Our absolute discretion, to cancel the contract at any time or deduct 25% of the total value of the contract from the original price by way of liquidated damages with both You and Us agree is a fair and reasonable pre-estimate of the likely additional cost would incur by buying the goods from You rather than direct from the original supplier.
9. Dispatch and Delivery
9.1 Delivery shall be completed when the goods have been unloaded by You or Your agent at the point of Delivery specified in the Order and the Delivery has been accepted by Our duly authorised agent, employee or representative.
9.2 In respect of any date included on our Purchase Order or Your Quotation for Delivery time is of the essence.
9.3 Without prejudice to the generality of the foregoing, the Delivery date for the goods may be varied with the consent of both You and Us.
9.4 Where goods are imported into the United Kingdom then INCOTERMS (current edition) shall apply to the Contract where specified in Your quotation or Our Order.
10. Risk and Title
10.1 Risk and Title in the goods purchased shall pass to Us only after Delivery has been completed. If a carrier is used in connection with the order then such carrier shall be deemed to be an agent of You and not Us.
10.2 Materials for processing, blocks, tooling, dies, patterns, original drawings, moulds, etc.(the "items") whether supplied by Us or separately ordered from You by Us to enable You to complete the Order are at Your risk whilst in Your possession and You shall insure the items on Our behalf. Title in such items shall remain with Us in the case of items supplied by Us to You. In the case of items separately ordered from You by Us to enable You to complete the Order, Title in such items shall transfer to Us on payment of Your invoice that covers the purchase of such items and You shall return any and all such items to Us immediately on request or refund us by way of liquidated damages the cost of any and all items on a "new for old" basis. You shall not use such items, nor shall You authorise or knowingly permit them to be used by anyone else, for or in connection with any purpose other than the supply of the goods to Us, except with Our prior written agreement.
11. Warranties and Liability
11.1 In entering into the Contract You acknowledge that We are relying on any advice,representation or recommendation given by You or Your employees or agents to Us in Your Quotation as to the specification, application or use of the goods and You shall be liable for any such advice, representation or recommendation. Nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
11.2 Except in respect of death or personal injury caused by Our negligence, or liability for defective products under the Consumer Protection Act 1987, We shall not be liable to You by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by Our negligence, Our employees or agents or otherwise) which arise out of or in connection with any contract formed with You.
11.3 In any event, Our liability for any breach or the aggregate liability for any series of breaches under or in connection with the contract (save in respect of death, personal injury or fraudulent misrepresentation) shall not exceed the value of the contract or the amount recovered by Us from Our insurers in connection with the particular breach concerned, whatever is the higher.
11.4 Subject to these Terms and the Unfair Contract Terms Act 1977 all Our liabilities relating to other warranties, conditions or terms whether made expressly or implied by common law as statute relating to this Contract are excluded to the fullest extent legally permissible including any liability or remedy for innocent or negligent misrepresentation.
12. Termination and Consequences
12.1 We reserve the right to cancel the Order or any part thereof without penalty if You fail to comply with those terms and conditions of the Order which are under Your control, or You fail to complete Delivery within the time specified in the order, which time is of the essence. Failure of Us to exercise Our option under this clause in respect of any part of an order shall not be deemed to be a waiver with respect to any subsequent part of the order.
12.2 Unless an extension of time has been agreed in writing by Us then Your failure to effect Delivery on the date specified on the order shall make You liable for all loss and additional costs (or both) incurred as a result. Without prejudice to any other specific provisions in this eventuality, We shall have the right to cancel the contract in whole or in part at any time by giving Written Notice to You whereupon all work undertaken (or the cancelled part) shall be discontinued and We shall pay to You such proportion of the order price as may be fair and reasonable having regard for the value of the work done, of the goods previously delivered and of services performed under the order and the You ability resell the goods or services; and on such payment no further sum or sums shall be due by way of damages, loss of profit or otherwise from Us to You by reason of such cancellation.
12.3 Either party may end a contract by immediate Written Notice if the other is in serious breach of contract and has failed to rectify the breach within 30 days of receiving Written Notice from the other party to do so.
12.4 You will indemnify Us against all loss, damage, costs and expenses (including legal expenses on the indemnity basis) incurred by us in connection with Your failure to met your obligations under this contract. Specifically, You will pay Us by way of liquefied damages Our internal costs incurred in connection with recovering from any failure to met your obligations under this contract at the rate of £40 per hour for Directors and £20 per hour for other staff or part hour thereoff plus all reasonable costs incurred by Us charged to You at cost which both You and Us agree is a fair and reasonable pre-estimate of the likely loss We would suffer in recovering from Your failure to met Your obligations under this contract.
12.5 Where We make any prepayment, advance payment or part payment to You in advance of Delivery then You agree to refund this payment in full to Us immediately if this contract is ended however caused.
13. Company Staff
13.1 Our staff are Our most valuable asset. If you or a third party were to engage or try to engage them without Our agreement, We would suffer serious loss. You agree that You will not engage or try to engage Our staff or introduce them to a third party other than in good faith and without any view to their engagement by a third party.
13.2 You further agree that if you do engage or try to engage (or if a third party does so following an introduction by You) any member or former member of Our staff with whom You have had material contact in the course of dealing with Us within the immediately preceding 12 months, You will pay Us by way of liquidated damages such sum as represents 100% of the annual salary (or other annualised amount last payable by Us) for the individual in question, which both You and Us hereby agree is a fair and reasonable pre-estimate of the likely loss We would suffer.
14. Force Majeure
14.1. Neither party shall be considered in default of performance of their obligations when such default is caused by force majeure, provided such party uses its best efforts to remedy such force majeure. As force majeure will be considered: an Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock outs or other industrial actions or trade disputes in which negotiations with the affected labour force cannot be conducted by You or Your sub contractor provided such events occur the Contract is formed. Default or failure of sub contractor(s) is specifically excluded from force majeure, unless such default or failure is caused by force majeure, as defined above, AND no alternate source is available. It is Your obligation to warn Us about any force majeure occurrence affecting a subcontractor, contractually imposed by Us, and this in due time so that a suitable replacement can be selected. The party asserting force majeure will immediately notify the other in writing (unless force majeure prevents such notification) and if the period of suspension lasts for longer than two weeks, either party may at any time thereafter cancel any chosen part of this Purchase Order with immediate effect.
15.1 The construction, validity, meaning and effect of any contract between You and Us shall be governed by the laws of England
15.2 Both Parties agree to have any disputes resolved in an English Court geographically closest to Staffordshire, UK with appropriate jurisdiction.
15.3 The headings of these Terms are inserted for convenience of reference only and are not intended to be part of or to affect their meaning or interpretation.
15.4 We shall be entitled to assign or subcontract to any third party its rights and/or obligations (as the case may be) arising from any Contract. You may not assign, pledge or transfer the Order or Your rights under the Contract except with Our prior written consent and any such consent shall not relieve You of Your obligation to comply with the Order. The Contracts (Rights of Third Parties) Act 1999 shall not apply in relation to the Contract.
15.5 A Written Notice required or permitted to be given by either party to the other under these Terms shall be in writing and sent by Royal Mail Special Delivery or other similar recorded delivery service addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice and shall deemed to be served 2 days following h the date of posting.
15.6 No waiver by Us of any breach of the Contract by You shall be considered as a waiver of any subsequent breach of the same or any other provision. The rights and remedies provided by this Agreement are cumulative and (subject as otherwise provided in these Terms) are not exclusive of any rights or remedies provided by law.
15.7 If any provision of these Terms is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of all the other provisions of the Contract and the remainder of the provision in question shall not be affected.