Standard Terms & Conditions for Purchase of Goods & Supply of Services
In these Terms & Conditions the following words shall have the following meanings:
“Buyer” is SLG Brands Limited, a company incorporated in England and Wales under company number 01911296 and whose registered office is at Studio 19, The Brewery Quarter H2, High Street, Cheltenham, GL50 3FF, UK.
“Seller” The person, firm or company that accepts the Buyers Order
“Goods or Services” Goods or Services which the Buyer is to purchase from the Seller
“Contract” Contract between the Buyer and the Seller for the purchase of Goods or supply of Services
“Order” is the purchase order of the Buyer for the Goods or Services, incorporating or referring to these Terms and Conditions
1. Exclusion of conditions of Seller
Subject to any relevant laws and regulations, the Seller agrees that these Terms and Conditions shall apply to the Contract to the exclusion of any other terms that the Seller may seek to impose or incorporate, or which are implied to by trade custom, industry practice or the course of dealing, unless otherwise agreed in writing and signed by an authorised signatory of the Buyer.
2.1 Each Order for Goods or Services by the Buyer to the Seller shall be deemed to be an offer by the Buyer to purchase Goods or Services subject to these Terms and Conditions.
2.2 The Order shall be deemed to be accepted on the earlier of:
2.2.1 The Seller issuing a written acceptance of the Order; and
2.2.2 The Seller doing any act inconsistent with fulfilling the Order at which point the Contract
shall come into existence.
2.3 Any variation to the Order or these Terms and Conditions shall have no effect unless expressly agreed in writing and signed by an authorised Signatory of the Buyer
2.4 Each Order is liable to cancellation by the Buyer if not unconditionally accepted by the Seller within 14 days of the Order.
3.1 The price payable for Goods or Services shall be that stated in the Order and unless otherwise stated shall be:-
3.1.1 Inclusive of all charges including but not limited to packaging materials, packing, shipping,
loading, carriage, insurance and delivery of the Goods or Services to the delivery address.
3.1.2 Fixed for the duration of the Contract
3.2 No variation in the price or extra changes can be made without the prior written consent of the Buyer
4.1 Unless otherwise stated in the Order the Buyer shall pay for Goods or Services 60 days EOM from the date of receipt of a valid invoice by the Seller claiming payment for the Goods or Services. Invoices will be invalid if they are dated or despatched before the Goods or Services have been received and accepted.
5.1 The quantity, quality and description of the Goods or Services shall, subject as provided in these Terms and Conditions, be as specified in the Order and/or in any applicable specification
supplied or advised by the Buyer to the Seller
5.2 The Seller should comply with all applicable standards, regulations and/or legal requirements concerning the manufacture, packaging, packing and delivery of Goods or Services.
5.3 The Buyer shall have the right to inspect and test the Goods or Services at all times and the Seller shall not unreasonably refuse any request by the Buyer to inspect and test the Goods or Services during manufacture, processing or storage at the premises of the Seller or any third party prior to despatch and the Seller shall provide the Buyer with all facilities reasonably required for inspection and testing.
5.4 If as the result of such inspection or testing the Buyer is not satisfied that the Goods or Services will comply in all respects with the Contract and the Buyer so informs the Seller within 30 days of inspection or testing the Seller shall take all steps necessary to ensure compliance.
5.6 The Buyer may return any rejected Goods or Services at the Seller’s risk and expense. The right to reject shall extend to the whole or any part of a consignment. Rejected Goods or Services shall not be replaced unless the Buyer so requires in writing.
5.7 The Seller shall be responsible for repayment to the Buyer of all costs, losses, damages and expenses whatsoever incurred by the Buyer due to rejection of the Goods or Services and/or any additional expenditure reasonably incurred by the Buyer in obtaining other Goods or Services to replace the rejected Goods or Services.
5.8 The Goods or Services shall be of the best available design, of the best material and workmanship, be without fault and shall conform as to the quality, quantity and description with the particulars and/or specifications in the Contract and shall be new and unused unless otherwise specified.
6.1 The Goods or Services shall be delivered on the date or within the period, and at the delivery location, specified in the Order.
6.2 Time for delivery shall be of the essence of the Contract. If the confirmed and acknowledged Goods delivery date as specified in the Order is not met, Seller shall immediately be in default, without any proof of default being required, and Buyer shall be entitled to refuse delivery of the Products.
6.3 If the Goods or Services are not delivered on the due date then, without prejudice to any other rights which it may have, the Buyer reserves the right to:
6.3.1 Terminate the Contract in whole or in part;
6.3.2 Refuse to accept any subsequent delivery of the Goods or Services which the Seller attempts to make;
6.3.3 Recover from the Seller any expenditure reasonably incurred by the Buyer in obtaining the Goods or Services in substitution from another supplier, and
6.3.4 Claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Seller’s failure to deliver the Goods or Services on the due date.
6.4 Without prejudice to clause 7, the Buyer shall not be deemed to have accepted the Goods or Services until the Buyer has had twenty one days to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods or Services has become apparent.
6.5 No Goods or Services supplied under the Contract earlier than the date for delivery set out in these Terms and Conditions, or in any delivery schedule, will be accepted or paid for unless the Buyer notifies the Seller in writing of its intention to accept the same.
6.6 If the Goods or Services are delivered to the Buyer in excess of the quantities ordered the Buyer shall not be bound to pay for the excess and any excess will be and will remain at the Seller’s risk and will be returnable at the Seller’s expense.
6.7 Delivery of the Goods shall be completed on the completion of unloading the Goods at the nominated delivery location.
7.1 The Seller warrants that it has, or will have prior to delivery, title to the Goods or Services free from all claims, liens and encumbrances and that title to the Goods or Services shall pass to the Buyer on delivery. The Seller shall ensure that the use or sale of the Goods or Services supplied shall not infringe any patents, trademarks, trade names or registered designs.
8. Warranty and indemnity
8.1 The Seller warrants to the Buyer that the Goods or Services:
8.1.1 will be of satisfactory quality within the meaning of the Sale of Goods Act 1979 (as amended), and fit for any purpose held out by the Seller or made known to the Seller in writing at the time the Order is placed;
8.1.2 Will be free from defects in design, material and workmanship;
8.1.4 Will comply with all statutory requirements and regulations and voluntary codes of conduct relating to the Goods or Services and their sale and supply.
8.2 The Seller shall indemnify and keep indemnified the Buyer in full from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with:
8.2.1 Breach of any warranty given by the Seller in relation to the Goods or Services;
8.2.2 Any claim that the Goods or Services infringe, or their use, resale or importation infringes the British or foreign patent, copyright, registered design, design right, trade mark, trade name or other intellectual property right of any other third party except to the extent that the claim arises from any specifications, drawings, samples or descriptions provided by the Buyer;
8.2.3 Any claim made against the Buyer in respect of any liability, loss, damage, cost or expense sustained by the Buyer’s employees or agents by any customer or third party to the extent that such liability, loss, damage, cost or expense was caused by, relates to or arises from the Goods or Services; or
8.2.4 Any act or omission of the Seller or its employees, agents or sub-contractors in supplying, delivering and installing the Goods or Services in accordance with the Contract
8.2.5 Any defect in packaging or containers of the Goods or Services or any misleading or inaccurate information or data supplied at any time by the Seller its servants or agents
8.2.6 Any injury (whether fatal or otherwise) to any person which may result directly or indirectly from any defect in the Goods or Services or the negligent or wrongful act or omission of the Seller.
8.3. The Seller shall effect with a reputable insurance company a policy or policies covering all the matters which are the subject of indemnities under these Terms and Conditions and shall at the request of the Buyer produce the relevant policy or policies together with receipts or other evidence of payment of the latest premium there under.
8.4 The Seller shall irrevocably and unconditionally waive and shall cause its insurers to irrevocably and unconditionally waive any rights of subrogation for claims against the Buyer.
9.1 All specifications, drawings and technical information supplied and used for the purpose of the order will be regarded as confidential and its use for the purpose of the order must not be transferred to a third party.
10.1 The Buyer shall be entitled to cancel any Order in whole or in part by giving notice to the Seller at any time prior to delivery of the Goods or Services in which event the Buyer’s sole liability shall be to pay to the Seller fair and reasonable compensation for work-in-progress at the time of cancellation but such compensation shall not include loss of anticipated profits or any consequential loss.
10.2 The Buyer shall have the right at any time by giving notice in writing to the Seller to terminate the Contract forthwith if:
10.2.1 The Seller commits a breach of any of the terms and conditions of the Contract;
10.2.2 Any distress, execution or other legal process is levied upon any of the assets of the Seller;
10.2.3 The Seller enters into any arrangement or composition with its creditors, commits any act of bankruptcy or (being a corporation) if an order is made or an effective resolution is passed for its winding up (except for the purpose of amalgamation or reconstruction), or if a petition is presented to court, or if a receiver and manager, receiver, administrative receiver or administrator is appointed in respect of the whole, or any part of, the Seller’s undertaking or assets;
10.2.4 The Seller ceases or threatens to cease to carry on its business;
10.2.5 The financial position of the Seller deteriorates to such an extent that in the opinion of the
Buyer the capability of the Seller adequately to fulfil its obligations under the Contract has
been placed in jeopardy;
10.2.6 The Buyer reasonably apprehends that any of the events mentioned above is about to occur
in relation to the Seller;
10.2.7 The Seller does not pay any money due from it to the Buyer; or
10.2.8There is any breach of these Terms and Conditions by the Seller.
10.3 The termination of the Contract, however arising, will be without prejudice to the rights and duties of either party accrued prior to termination. The Conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
10.4 No concession or delay on the part of the Buyer shall be construed as a waiver of any rights and remedies.
11. Health and Safety
11.1 Any Goods or Services supplied or installed under the Contract shall be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health and all Goods or Services will be supplied with full instructions for their proper use maintenance and repair and with any necessary warning notices clearly displayed.
11.2 The Seller agrees before delivery to furnish the Buyer in writing with a list by name and description of any harmful or potentially harmful properties or ingredients in the Goods or Services supplied whether in use or otherwise and thereafter information concerning any changes in such properties or ingredients. The Buyer will rely on the supply of such information from the Seller in order to satisfy its own obligations under the Health and Safety at Work Act 1974 and any other relevant legislation.
11.3 In respect of all Goods or Services supplied the Seller will maintain and observe quality control and Seller quality assurance standards in accordance with the requirements of the Buyer, its customs, relevant British Standards, statutory and regulatory bodies.
11.4 It is the responsibility of the Seller to acquaint itself with the purposes for which the Goods or Services supplied are to be used.
11.5 The Seller shall indemnify the Buyer against all actions, suits, claims, demands, losses, charges, costs and expenses which the Buyer may suffer or incur as a result of or in connection with any breach of this Condition.
12. Force Majeure
12.1 The Buyer reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods or Services ordered if it is prevented from or delayed in the carrying on of its business through any circumstances beyond its reasonable control.
12.2 Without prejudice to the generality of condition 12.1 the following shall be included as causes beyond the Buyer’s reasonable control:
12.2.1 Governmental actions, war or threat of war, national emergency, riot, civil disturbance,
sabotage or requisition;
12.2.2 Act of God, fire, explosion, flood, epidemic or accident;
12.2.3 Import or export regulations or embargoes;
12.2.4 Labour disputes not including the work-force of the Seller;
12.2.5 Inability to obtain or delay in obtaining supplies of adequate or suitable material, fuel, parts,
machinery or labour; or
12.2.6 A power failure of breakdown of machinery
13. Intellectual Property
13.1 As between the Seller and the Buyer, any intellectual property rights arising from and/or vested in the Goods delivered or Services performed by the Seller shall vest with the Buyer. In this regard and in consideration of the fees payable by the Buyer to the Seller, the Seller assigns:
13.1.1 All such intellectual property rights in such Goods and Services to the Buyer; and
13.1.2 All related rights and power arising or accrued, including the right to sue for damages and
other remedies in respect of any infringement of any of the rights listed in this clause 13 which occurred prior to the date of the applicable contract is entered into between the Seller and the Buyer.
14. The Seller warrants that, at the date of the contract:
14.2.1 Any work, content, design, goods or product which is created (hereinafter collectively known as ‘Work’) is an original Work, and has not been copied wholly or substantially from any other source, and that the use by the Buyer of the rights assigned to it will not infringe the rights of any third party;
14.2.2 The Seller is the sole owner of all intellectual property rights in the Work;
14.2.3 That the Seller has not licensed or assigned any rights in the Work to any third party in any
part of the world;
14.2.4 The Seller has not disclosed the Work or given permission for its use to any third party; and
14.2.5 The Work does not infringe the statutory or common law rights of any third party.
15. Where applicable, the Seller shall do or procure to be done all such further acts and things, and execute or procure the execution of all such other documents, as the Buyer may from time to time reasonably require in order to give the Buyer the full benefit of such assignment, whether in connection with any registration of title or other similar right or otherwise.
16. The Seller shall indemnify the Buyer against all and any loss, damages or costs sustained by the Buyer arising out of any breach by the Seller of any of its warranties under Clauses 13 to 15 and 17 of these Terms and Conditions. At the request of the Buyer and at the Seller’s own expense, the Seller shall provide all reasonable assistance to enable the Buyer to resist any claim, action or proceedings brought against the Buyer as a consequence of such breach by the Seller of the warranties specified under Clauses 13 to 15 and 17 of these Terms and Conditions.
17. The Seller if the Seller is the sole author of the Work, waives absolutely his moral rights arising under Chapter 4 of the Copyright, Designs and Patents Act 1988 and, so far as is legally possible, any broadly equivalent rights he may have in any territory of the world. Where the Seller is not the sole author of the work or indeed the author of the Work, the Seller undertakes to procure that the such author of the Work waives absolutely his/their moral rights arising under Chapter 4 of the Copyright, Designs and Patents Act 1988 and, so far as is legally possible, any broadly equivalent rights he/they may have in any territory of the world.
18. General Provisions
18.1. Any failure by the Buyer to require at any time full performance of any of these Terms & Conditions shall in no manner affect our right to enforce that same at a later date.
18.2 Any notice given shall be given in writing and sent by hand, first class post or facsimile transmission. Any notice sent by facsimile transmission shall be followed by a hard copy sent by pre-paid first class mail. Notice sent by electronic mail will not be deemed good notice. Notice shall be sent, in the case of a notice to the Seller, to its registered office or to the address stated in this order and a case of notice to the Buyer, at the address stated in this order. Notices sent by post shall be deemed, unless the contrary can be proved, to have been delivered on the first working day after posting. Letters sent by facsimile transmission shall be deemed to have been received on the day of transmission.
19. Governing Law
19.1 This order shall be governed by the law of England with exclusive jurisdiction to the courts of England.