General Conditions of Purchase

Home » About Addison Precision » General Conditions of Purchase

DEFINITIONS
1. “BUYER” shall mean Addison Engineering Co. (Blackpool) Ltd.

“SELLER” shall mean the person, firm or company who will provide/supply engineering materials to agreed specifications, as stated on the Buyer’s purchase orders.

“GOODS” shall mean the engineering materials and other associated materials to be supplied by the Seller and as specified in the Buyer’s purchase order. “PRICE” shall mean the price agreed between Buyer and Seller, which shall remain firm for the period of the Seller’s tender/quotation and subject to the Buyer’s purchase order being placed before expiry of the Seller’s tender/quotation.

“PRICE” shall mean the price agreed between Buyer and Seller as quoted on Seller’s tender/quotation. The price quoted by Seller shall be fixed for a minimum period of thirty days unless otherwise agreed in writing between Buyer and Seller.

“BUYER’S purchase order” shall mean the document issued by the Buyer to the Seller which contains all the details of the agreement between the Buyer and Seller, including these General Conditions of Purchase and any other documents (or parts thereof) as specified in the purchase order.

GENERAL
1. 2.1.All transactions whether oral or in writing for the supply of Goods to the Buyer are entered into by the Buyer, only upon these Conditions and no agreement shall be deemed to have been concluded between the Buyer and the Seller unless and until the Seller has accepted these conditions either expressly or by necessary implication. Consequently and subject to clause 2.2 hereof anything in any document forming part of or incorporated in any such agreement which is inconsistent with these conditions or any part thereof shall have no effect and every such document shall be deemed to incorporate these Conditions.
2. 2.2.No variation of or addition to these Conditions shall be effective unless in writing and signed for and on behalf of the Buyer.
3. 2.3.The Seller shall inform the buyer of any changes to Processes, Products or Services including changes to the location of manufacture.
4. 2.4.The Seller shall ensure that all persons engaged in the manufacture of the Buyers Products are aware of the importance of Product Quality and Safety.
5. 2.5.The Seller shall behave in an ethical manner. The Seller must not give or accept anything that may be seen as improperly influencing business decisions and are expected to comply with all applicable anti – bribery legislation.
6. 2.6.The Seller shall maintain Documented Information in relation to the Processes and Services performed in connection with the manufacture of the Buyers Products. Such Documented Information shall not be disposed of without the Buyers consent.
7. 2.7.The Supplier shall undertake to take all appropriate actions to ensure that no counterfeit parts are included in Products delivered to the Buyer.

3.DELIVERY DATE

The date of delivery of the Goods shall be that specified in the Buyer’s purchase order unless otherwise subsequently agreed in writing between Buyer and Seller. Seller shall furnish such programmes of manufacture as Buyer may reasonably require and Seller shall give notice to Buyer as soon as practicable if such programmes are or are likely to be delayed.

INCORRECT DELIVERY

All goods must be delivered to the delivery point specified in the Buyer’s purchase order. If Goods are incorrectly delivered, Seller shall be responsible for any additional expense incurred in delivering them to their correct destination.

PRICE

Buyer shall pay to Seller, in the manner laid down in the Buyer’s purchase order, the agreed purchase price. Value Added Tax, where applicable, shall be shown separately on all invoices as a strictly net charge.

VARIATION OF GOODS

Buyer reserves the right by notice in writing to modify the Goods and any alteration in the agreed purchase price caused by such modification shall be agreed in writing between Buyer and Seller.

SPECIAL SPECIFICATION
1. The Goods and the work applied to the Goods shall conform to the relevant British Standard Specification (unless otherwise stated) and shall be both as specified and of the best materials and workmanship.

EN 9100 states that the Buyer, their customers and regulatory authorities shall have rights of access to all facilities involved in the Buyer’s purchase order and to all applicable records and the Seller shall ensure that any sub-tier suppliers are fully aware of these applicable requirements within the purchasing documents, including key characteristics where required.

7.3.The Seller shall be required to notify the Buyer of any changes in product and/or process definition and where required obtain the Buyer’s approval in writing.

7.4.The Seller will notify the Buyer of any nonconforming product, so that the Buyer’s approval may be obtained.

TERMS OF PAYMENT

Unless otherwise stated in the Buyer’s purchase order payment will be made at the close of the month following the month during which the Goods are delivered at the Buyer’s stated delivery point, specified in the Buyer’s purchase order, subject always to the prompt receipt of a valid invoice.

PASSING OF PROPERTY TO BUYER

Goods shall become the property of the Buyer immediately on delivery at the point specified in the Buyer’s purchase order.

RISK IN THE GOODS

The risk in the Goods, including any free issue materials provided by the Buyer, shall remain with the Seller until such are delivered at the point specified in the Buyer’s purchase order.

11. REJECTION OF GOODS NOT CONFORMING WITH THE SPECIFICATION

In the case of Goods delivered by the Seller not conforming with the Buyer’s specification, including without limitation, reasons of quality or being unfit for the purpose for which they are specified (where such purpose has been made known in writing to the Seller), Buyer shall have the right within a reasonable time of their delivery, to reject such Goods and shall give Seller reasonable opportunity to replace rejected Goods which conform with the Buyer’s specifications. In the event of continuing failure of Seller to provide Goods which conform with the Buyer’s specification, the Buyer may terminate the purchase order under the provision of clause 22.1. The making of payment shall not prejudice Buyer’s rights under this clause.

INCOTERMS

The current edition of Incoterms shall apply to all purchases from overseas. Where there is conflict between the Buyer’s purchase order or these Conditions of Purchase and Incoterms, the Buyer’s purchase order and these Conditions of Purchase shall take precedence.

PATENT RIGHTS
1. Seller will indemnify Buyer against any claim for infringement of letters patent, registered design, trade mark or copyright, by the use or sale of any article or material supplied by Seller to Buyer and against all costs and damages which Buyer may incur in any action for such infringement or for which Buyer may become liable in any such action. Provided always that this indemnity shall not apply to any infringement which is due to Seller having followed a design or instruction furnished or given by the Buyer or to the use of such article or material in a manner or for a purpose or in a foreign country not specified by or disclosed to Seller or to any infringement which is due to the use of such article or material in association or combination with any other article or material not supplied by the Seller. And provided also that this indemnity is conditional on Buyer giving to Seller the earliest possible notice in writing of any claim being made or action threatened or brought against Buyer and on Buyer permitting Seller at Seller’s own expense to conduct any litigation that may ensue and all negotiations for a settlement of the claim.
2. Buyer on its part warrants that any design or instruction furnished or given by it, shall not be such as will cause Seller to infringe any letters patent, registered design, trademark or copyright in the execution of the Buyer’s purchase order.

FORCE MAJEURE
1. If either party is prevented or hindered from carrying out its obligations under the agreement by circumstances beyond its reasonable control, including without limitation any form of Government intervention, strikes and lockouts (such circumstances being herein referred to as Force Majeure) then the performance of such obligations shall be suspended for such time as the circumstances aforesaid last and the party affected shall not be liable for any delay occasioned thereby. Provided that if such delay shall extend for an unreasonable time the party not affected by the circumstances aforesaid may by written notice, cancel any or all deliveries not made and no liability shall by reason of such cancellation, attach to either party.
2. Shortage of labour, materials or utilities or delays by sub-contractors shall not by themselves constitute Force Majeure unless they are caused by circumstances which are Force Majeure circumstances, within the meaning of this clause.
3. Cost arising from Force Majeure circumstances shall be borne by the party incurring such costs.

PROGRESS AND INSPECTION
1. 15.1.Buyer’s representatives shall have the right to progress and inspect all Goods at the Seller’s premises/works and the premises/works of sub-contractors at all reasonable times to reject Goods or any part therefore that do not comply with the Buyer’s purchase order including documented information relating to the same.
2. 15.2.Seller shall ensure, when placing sub-contracts, that it facilities the Buyer’s rights under this clause.
3. 15.3.Any inspection, checking, approval or acceptance given on behalf of the Buyer shall not relieve the Seller or its subcontractors from any obligation under the Buyer’s purchase order.

16. BUYER’S RIGHTS IN SPECIFICATIONS, PLANS, DRAWINGS, PATTERNS, ETC

16.1.Any specifications, plans, drawings or designs supplied by the Buyer to the Seller in connection with the Buyer’s purchase order, shall remain the property of the Buyer and any information derived there from or otherwise communicated to Seller in connection with the Buyer’s purchase order shall be kept secret and shall not without the consent in writing of the Buyer, be published or disclosed to any third party or made use of by the Seller except for the purpose of completing the Buyer’s purchase order.

16.2.The obligations with respect to secrecy and confidentiality contained in this clause, shall not apply to information which
1. was already in Seller’s possession or in the public domain prior to its disclosure by Buyer,
2. or is purchased or otherwise legally acquired by the Seller at any time from third parties having good title thereto, or
3. comes into the public domain, other than through the fault of the Seller.

RESPONSIBILITY FOR INFORMATION

Seller shall be responsible for any errors or omissions in any drawings or calculations. Packing details or any other particulars supplied by the Seller, whether such information has been approved by the Buyer or not, then the Seller shall be responsible, provided that such errors or omissions are not due to inaccurate information furnished in writing by the Buyer.

ASSIGNMENT AND SUBLETTING
1. 18.1.The Buyer’s purchase order shall not be assigned by the Seller nor shall the purchase order be sublet as a whole.
2. 18.2.Seller shall not sublet, nor permit any subcontractor to sublet any part of the Buyer’s purchase order, without written consent, which shall not be unreasonably withheld.
3. 18.3.The Seller shall be responsible for all work done and materials and articles supplied by the Seller’s subcontractors

COPIES OF SUBORDERS

Two copies of all suborders placed specifically for use in connection with the Buyer’s purchase order shall be provided by Seller to Buyer immediately they are issued unless this requirement is expressly waived by the Buyer for specific items. Such copies may be unpriced but shall be endorsed with the Buyer’s purchase order number.

FREE ISSUE MATERIALS

Where the Buyer, for the purposes of the purchase order, provides free issue materials for incorporation into the Goods, such materials shall be and shall remain the property of the Buyer. Seller shall maintain all such materials in good order and condition subject in the case of tooling, patterns and the like, to fair wear and tear. Seller shall use such materials economically and solely in connection with the Buyer’s purchase order. Surplus free issue materials shall be disposed of at Buyer’s discretion. Waste or loss of such materials arising from bad workmanship or failure of Seller to maintain such materials in good order and condition shall be made good at Seller’s expense.

WARRANTY PERIOD

Seller shall as soon as reasonably practicable and at Seller’s expense make good, repair or replace all Goods which are or become defective during the period of twelve months from putting into service or unless otherwise expressly stated in the Buyer’s purchase order, eighteen months from delivery, whichever expires first, where such defects occur under proper usage and are due to faulty design, Seller’s erroneous instructions as to use or erroneous use data, or inadequate or faulty materials or workmanship, or any other breach of Seller’s warranties expressed or implied. Repairs or replacements shall themselves be subject to the foregoing obligations for a period of twelve months from the date of delivery, reinstallation or passing of tests (if any), whichever is appropriate after repair or replacement. Unless otherwise stated in the Buyer’s purchase order, Seller shall further be liable in damages (if any) up to the limit of the price of the defective Goods. The foregoing states the entire liability in contract of Seller in respect of Goods which are defective.

22. SELLER’S DEFAULT OR INSOLVENCY

22.1.If Seller commits a breach of the Buyer’s purchase order and fails within ten days of notice by Buyer to take such steps as are reasonable to rectify such breach, Buyer may, without prejudice to any other of its rights, terminate the purchase order forthwith by notice in writing to Seller.

22.2.If Seller becomes insolvent or (being a Company) makes an arrangement with its creditors or has a liquidator, a receiver, or an administrative receiver appointed or commences to be wound up (other than for the purposes of amalgamation or reconstruction) Buyer may, without prejudice to any other of its rights, terminate the Buyer’s purchase order forthwith by notice to Seller or any person in whom the Buyer’s purchase order may have become vested.

22.3.In such an event it shall be lawful for the Buyer to enter the premises where the Goods (including any free issue materials) are situated and take possession of the Goods and any materials, the property of which belongs to or has passed to or is vested in the Buyer.

LIMITATION OF SELLER’S LIABILITY

Save as provided under clause 13, Seller shall not be liable for Buyer’s loss of profit or production resulting from any breach of the Buyer’s purchase order by the Seller.