In these conditions:
- “Agreement” means these terms and conditions and the Order.
- “the Company” means Frazer-Nash Manufacturing Limited
- “the Vendor” means the person or company providing services and/or goods as set out in the Order
- “Goods” means all goods, materials, equipment, articles (including documents parts or accessories) supplied by the Vendor to the Company whether in the form in which the same was delivered and whether or not combined or admixed with any other item or substance.
- “Order” means the purchase order form, including all documents listed therein and attached thereto, and the contents of that order form which is enclosed with these terms and conditions in which the Company orders goods and/or services from the Vendor;
- “Services” means all and/or any services provided by the Vendor to the Company including but not limited to advice given and statements made whether orally, in writing, by document, drawing, demonstration or in any other way whatsoever as set out in the Order Form.
2 Order Acceptance
Acceptance of the Order by the Vendor shall be deemed unless notice is submitted to the Company of any exception thereto within five (5) days from the date of the Order.
3 Invoices and Payment
An invoice for payment must be sent to the Company’s Accounts Department (firstname.lastname@example.org), accompanied by the original bill of lading (if appropriate), or proof of shipment or proof of receipt by the Company. Upon receipt of an invoice, the Company will process the payment in accordance with the account terms and conditions between the Company and the Vendor.
4 Customs Invoices and Documents
Foreign shipments must be covered by commercial invoices/customs invoices in duplicate and also the original copy of the bill of lading and certificate of origin.
5 Packing Notes
Detailed packing notes must be issued covering shipments made under this Order; as a minimum these should include: part numbers, descriptions, quantities and reference PO numbers.
6 Markings on Documents and Cases
Invoices, packing notes and cases must be marked with the purchase order number. Invoices and packing notes must indicate the number of cases in a shipment. Also, packaging, labelling and shipping of all hazardous materials shall conform to the requirements-of all applicable international, and national regulations.
7 Prices and Substitutions
Prices must conform to those shown on the purchase order and no changes or substitutions by the Vendor will be accepted unless written authority is received from the Company. However, the Company may, at any time, by written notice make changes within the general scope of the Order in any one or more of the following:
- drawings, designs or specifications;
- method of shipment or packaging;
- place of delivery, acceptance and inspection;
- reasonable changes in quantity;
- reasonable changes in delivery schedule; and
- amount of the Company furnished property.
The Vendor shall proceed immediately to perform the Order as changed. If any such change causes an increase or decrease in the cost of or the time required for the performance of any part of the Order, the Company and the Vendor will agree upon an equitable adjustment in the purchase price or delivery schedule or both. To qualify for adjustment consideration, any notice of intent by the Vendor to file a claim hereunder must be asserted within thirty (30) days from the date of receipt by the Vendor of such written notice of change. The Company shall not act upon any such claim at any time prior to final payment under the Order. Nothing in this clause shall excuse the Vendor from proceeding with the Order as changed.
8 Variations and Deviations
Any variation or deviation in the Goods or Services, both intended and unintended, must be requested from, and approved by, the Company in writing. If the variation or deviation is to the Goods or Services defined by a drawing or other written specification, a new drawing or written specification must be requested by the Vendor from the Company. Implementation of the variation or deviation must not be conducted by the Vendor until such written approval or replacement specification is received.
The Vendor expressly warrants that all goods delivered under this Order will conform to any sample or specifications, descriptions and/or-drawings furnished by the Company, be of merchantable quality, of good material and workmanship free from defect. The Vendor will indemnify the Company against from all liability for loss, damage or injury to persons or property in any manner arising out of or incidental to the performance of this Order, such indemnification to survive the delivery of the goods supplied under this Order.
All goods must be packed so as to not adversely affect the quality of the goods. Charges for packing are included in the price, unless otherwise agreed to by the Company on this Order.
Goods must be delivered in the manner and within the time specified on this Order and the Company reserves the right to charge damages at the rate of one percent (1%) of the value of the goods delayed by each week or part thereof the goods are delayed which shall be payable in addition to any reasonable cost incurred up to the value of the goods so delayed.
- Title to goods shall pass to the Company upon formal acceptance, which shall occur at the Company’s facility within thirty (30) days of receipt, or upon payment, in whole or in part, unless otherwise provided in the Order.
- Unless the Order specifically provides otherwise, risk of loss of or damage to goods shall remain with the Vendor and shall pass to the Company upon acceptance by the Company.
- Paragraph (ii) above shall not apply to goods that so fail to conform to Order requirements as to give a right of rejection. The risk of loss of or damage to such nonconforming goods remains with the Vendor until cure or acceptance, after which time paragraph (ii) above shall again apply.
- Under Paragraph (ii) above, the Vendor shall not be liable for loss of or damage to goods caused by negligence of officers, agents or employees of the Company.
- All goods delivered by the Vendor under the Order shall be free and clear of all liens and encumbrances whatsoever.
13 Inspection and Rejection
All goods purchased must be supplied complete with an inspection report and certificate of conformity (including materials certificates where applicable) by the Vendor. The minimum requirement of an inspection report is a signed and dated copy of the drawing with all dimensions marked where they have been checked and any agreed deviations noted. All goods shall be subject to the Company’s inspection, and any payments made prior to the time of delivery shall not constitute acceptance as to quality or quantity. The Company reserves the right to reject the whole or any part of any shipment in which goods are found which do not conform to the required quality or quantity. In the event any goods are rejected by the Company, such goods may be returned to the Vendor at the Vendor’s expense and the cost of reinspection by the Company shall be borne by the Vendor. The Company reserves the right to visit the Vendor, and audit and inspect all the Vendor quality systems, manufacturing records and operations, prior to contract award, and prior to and during manufacture. The Company may extend this right to its customers if required.
14 Third-Party Patent Rights
The Vendor agrees to indemnify the Company against loss or damage by reason of any claim of infringement of any Letters Patent on account of the manufacture, sale or use of any goods supplied to it by the Vendor under this Order, except in the case of goods manufactured to the Company’s specification.
- For Default. In the event the Vendor fails to:
- deliver the goods within the time specified in the Order or any extension;
- make progress, so as to endanger performance of the Order; or
- comply with any other fundamental provision of the Order;
- then the Company may terminate the Order in whole or in part if the Vendor does not cure such failure within ten (10) days (or more if authorised by the Company) after receipt of the notice given to the Vendor specifying the failure without incurring liability. In the event of any such default by the Vendor, the Company may, at its option, either cancel the Order or may return or obtain from any source the goods required to complete the Order, and the Vendor shall indemnify the Company from and against any cost resulting from the termination of the Order.
- For Insolvency. If the Vendor becomes insolvent or has a receiver, trustee or liquidator appointed for all or a portion of its business, or for any act of bankruptcy, or for any voluntary petition in bankruptcy or if the Company bona fide believes that any of such events may occur, the Company shall have the right without prejudice to any other remedy to suspend the performance of or terminate the Order without incurring liability except in respect of goods previously delivered.
- For Convenience, the Order may be terminated by the Company at any time in whole or in part by delivery of a notice of termination to the Vendor. In the event of such notice being given, the Vendor shall stop all work forthwith and comply with any directions with regards to the goods, which may be given by the Company. The Vendor shall submit an account to the Company within one (1) month from the effective date of termination in the form prescribed by the Company. The Company hereby agrees to pay the Vendor a fair and reasonable price for all goods purchased and/or services undertaken up to the time of termination. Such agreed prices taken together with any sums paid or due or becoming due to the Vendor under the Order shall not exceed the total price of the goods under the Order and no amount will be allowed for anticipated profit for performance not rendered.
- Any termination of the Order shall not prejudice any rights or remedies which may have accrued to either the Vendor or the Company and both parties shall use all reasonable endeavours to mitigate its losses on such termination. Upon termination, all tooling and materials furnished to the Vendor by the Company shall be immediately returned to the Company pursuant to the written instructions provided to the Vendor by the Company at the Company’s cost.
16 Dies, Jigs, Tool Patterns, Fixtures, etc.
Ownership of any tools etc. provided by or purchased (as part of the scope of the purchase order) by the Company to the Vendor remains with the Company. The Vendor shall not use tooling, etc. for the benefit of any third parties or purpose outside the scope of Order without the express written consent of the Company. The Vendor will store maintain tooling, etc. at no charge and annually send a condition report, to the Company.
17 Goods/Services Acceptance
The Vendor, by the acceptance of this Order, accepts all terms and conditions hereof, which supersede and take precedence over any and all previous, verbal or written arrangements in connection with this Order, including any differing conditions which may appear on the Vendor’s acknowledgement forms or similar documents and shall be deemed to be the only terms tabled and binding in respect of this Order. Any deletions, modifications, alterations of, or additions to, the terms and conditions of the Order to be bind shall be in writing and signed by both the Vendor and the Company.
The Vendor shall indemnify the Company, its officers and employees against an and all claims, costs, damages, liabilities expenses by reason of any alleged or actual property damage or personal injury (including all reasonable legal costs) caused by or resulting from any act or omission of the Vendor or its employees, agents, subcontractors or suppliers in the performance of the Order.
19 Applicable Law and Venue
The Order shall be governed by, subject to and construed according to the laws of England and the Vendor and the Company hereby submit to the jurisdiction of the English courts.
20 Subcontracting and Assignment
The Vendor agrees that it will not subcontract, without the Company’s prior written consent, the whole or any portion of the goods under the Order. This limitation shall not apply to the Vendor’s purchases of standard commercial supplies or raw material. Neither the Order nor any claim hereunder shall be assigned by the Vendor either voluntarily or by operation of law without prior written consent of the Company.
21 Compliance with Laws and Regulations
In the performance of the Order, the Vendor shall comply with all applicable statutes and government rules, regulations and orders. The Vendor shall indemnify the Company from and against all losses, costs fees and damages arising directly or indirectly from any actual or alleged failure by the Vendor to comply with any such statutes, rules, regulations and Orders.
22 Waiver and Severability
Any action or inaction by the Company or failure of the Company to enforce right or provision of the Order shall not be construed as a waiver or relinquishment of the future exercise of any such rights. A determination that any portion of the Order is unenforceable or invalid shall not affect the enforceability or validity of any of the remainder of the Order.
23 Use of the Company’s Data and Property
The Vendor agrees to conform and abide by the terms and conditions described in the non-disclosure agreement between the Company and the Vendor.
24 Notice to Purchase of Labour Disputes or other Business Interruptions
If the Vendor has knowledge that any actual or potential labour dispute or other business interruption is delaying or threatens to delay the timely performance of the Order, the Vendor shall immediately give notice, including all relevant information, to the Company.
25 Flow Downs
The Vendor will adhere to any applicable terms and conditions from the Company’s customers which are incorporated by reference to the Order by the Company and the Vendor will indemnify the Company against any claims made in connection therewith or arising therefrom.
The Vendor agrees to conform and abide by the Company’s ethics policy.