Front Five Terms and Conditions
TERMS & CONDITIONS OF PURCHASE ORDER (the ‘Conditions’)
1 In these Conditions the following definitions apply:
- “Conditions” shall mean the terms and conditions set out in this document;
- “Contract” shall mean the contract between the Contractor and the Supplier for the sale and purchase of the Goods consisting of, in order of precedence, the Order, these Conditions and any other documents specified in the Order but excluding, save where expressly stated, any conditions of the Supplier, any terms that the Supplier seeks to impose or incorporate, or are terms which are implied by trade, custom, practice or course of dealing;
- “Contractor” shall mean Front Five Building Services Ltd (company number 08976710) whose registered address is 65 East Parade, Ilkley, LS29 8JP;
- “Delivery Address” means the address stated in the Order or as instructed in writing from time to time by the Contractor;
- “Delivery Date” means the date stated in the Order or as instructed in writing from time to time by the Contractor;
- “Goods” shall mean the goods (or any part of them) as set out in the Order;
- “Order” shall mean the Contractor’s order for the Goods, as set out in the Contractor’s order form;
- “Order Value” means the price of the Goods as stated in the Order;
- “Supplier” shall mean the person or firm from whom the Contractor purchases the Goods, as identified in the Order;
- Any reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision as amended or re-enacted.
2 Nothing contained in any acknowledgement or Supplier’s other documents shall override or modify anything contained in the Contract.
3 The Order constitutes an offer by the Contractor to purchase the Goods in accordance with these Conditions. The Order shall be deemed to be accepted on the earlier of:
- the Supplier issuing a written acceptance of the Order; or
- the Supplier doing any act consistent with fulfilling the Order,
at which point the Contract shall come into existence.
3 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
4 The Goods and their constituent parts shall be new; non-deleterious; fit for their intended purpose (held out by the Supplier or made known to the Supplier by the Contractor expressly or by implication and in this respect the Contractor relies on the Supplier’s skill and judgement); free from defects in design, material and workmanship and shall remain so for 12 months from practical completion of the Works; of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and shall comply with applicable British (or European) Standards and Codes of Practice current at the time of Order. The Supplier shall comply with all statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods, including COSHH and Health and Safety legislation, statutes and guidance.
5 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.
6 Where the Order is for the supply of temporary personnel, the Supplier shall warrant that such personnel supplied shall be high quality, reliable, honest, competent and be suitably trained, qualified, skilled and experienced to fulfil their specified role and be fit to perform any task /function made known to or which should have been reasonably inferred by the Supplier. The Contractor shall not be liable for any costs for the first two days should the supply be terminated due to unsatisfactory performance.
7 The Supplier shall supply the Goods at the Delivery Address on the Delivery Date during the Contractor’s normal business hours, or as instructed by the Contractor. The Supplier shall supply and, where applicable, offload and maintain the Goods and shall not alter the Goods except as directed in writing by the Contractor. Such alterations shall be subject to the Conditions. In respect of hire of plant or the supply of temporary personnel, the hire period or supply period shall commence when the plant is properly delivered or personnel supplied by the Supplier to the Delivery Address and terminate when the Supplier is notified in writing by the Contractor that the plant or personnel are no longer required. No minimum hire or supply period shall apply.
8 The Contractor may inspect and test the Goods before and/or after the time of delivery. The Supplier shall remain fully responsible for the Goods, despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract. If following such inspection or testing the Contractor considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at clause 5, the Contractor shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance. The Contractor may conduct further inspections and tests after the Supplier has carried out its remedial actions.
9 If the Goods are not delivered on the Delivery Date or do not comply with the undertakings set out in clause 5, then without limiting any of its other rights or remedies and whether or not it has accepted the Goods, the Contractor may exercise any one or more of the following remedies:
- to terminate the Contract;
- to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;
- to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if already paid);
- to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
- to recover from the Supplier any costs incurred by the Contractor in obtaining substitute goods from a third party; and
- to claim damages for any other costs, loss or expenses incurred by the Contractor which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.
10 The Supplier shall promptly submit when so requested and in any specified format four copies, or such other quantity as specified, of all necessary information relating to the Goods including but without limitation current calibration certificates, installation details, wiring diagrams, project specific certified drawings for approval and for manufacture, operation and maintenance instructions, record drawings and such other information as may be reasonably required to satisfy the Contractor as to the compliance of the Goods and to allow the Contractor to properly install, operate and/or maintain the Goods. No approval by the Contractor of drawings, timesheets or otherwise, shall constitute acceptance by the Contractor that the Goods are satisfactory or comply with the Contract, Goods, their components, advice notes or invoices. All correspondence shall indicate the Contractor’s Order number, the item, its catalogue reference and description, where applicable. All correspondence should be sent to the Issuing Office stated on the Order.
11 Save in respect of hired plant and temporary personnel, the title and risk in the Goods supplied by the Supplier shall pass to the Contractor on delivery to the Delivery Address or on payment for the Goods, whichever is the earlier. The title and risk in goods not supplied in accordance with the Contract shall revert to the Supplier on written notification of rejection from the Contractor.
12 Save in respect of normal wear and tear, the risk in and the proper operation of hired plant in accordance with any supplied literature or guidelines shall be the responsibility of the Contractor for the hire period. The Contractor shall be liable for the fair and reasonable cost of repair to or replacement of hire plant, as appropriate, where such repair or replacement is the result of the Contractor’s negligence or breach of the Contract. The Supplier shall be responsible for the regular servicing and routine maintenance of the plant and shall be given access to allow such servicing and maintenance to be undertaken.
13 The Supplier shall indemnify the Contractor against all liabilities, costs, damages, loss and/or expense (including but not limited to any direct, indirect or consequential loss, loss of profit, loss of reputation and all interest, penalties, legal costs and other professional costs and expenses) howsoever incurred by the Contractor resulting from:
- the Supplier’s negligence or breach of the Contract including those resultant from defects in the Goods, failure of the Supplier to supply the Goods in accordance with the Contract or, in the case of supply of temporary personnel, arising from the acts, errors or omissions (whether willful, negligent or otherwise), or unsuitability, incompetence, dishonesty or misconduct of such personnel;
- any claim made against the Contractor for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supply of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
- any claim made against the Contractor by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
- any claim made against the Contractor by a third party arising out of or in connection with the supply of the Goods to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.
This clause shall survive termination of the Contract.
14 In respect of any Goods supplied which are, or become, defective, imperfect or fail to comply with the requirements of the contract, the Supplier shall within a reasonable time remedy such defect or replace such Goods at no cost to the Contractor. The Supplier shall replace or repair free of charge Goods damaged destroyed or lost in transit and delivery shall not be deemed to have taken place until replacement or repaired Goods have been delivered to the Delivery Address. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
15 The Order Value shall be fixed for the duration of the Contract and shall not be subject to fluctuation or other adjustment, save as otherwise agreed in writing between the Supplier and the Contractor for alterations to the Order. The Order Value shall be deemed to include, as appropriate, the cost of packing cases and protection, insurances, delivery to and/or collection from the Delivery Address, offloading, maintenance, all taxes (excluding VAT), dues, import and export duties, expenses, travelling time, PAYE Income lax, National Insurance Contributions, Employer’s Liability Insurance, training and all other costs of employment of temporary personnel.
16 The Contractor shall be entitled to raise an invoice at the end of the month in which the Goods are delivered. Unless otherwise agreed in writing, payment shall be made within 60 days from the end of the month in which a proper VAT invoice was raised, submitted to and received by ‘The Accounts Department’ of the Contractor at the Issuing Office shown on the Order. Where payment is made within the agreed payment period a 2.5% discount shall be allowed to the Contractor. The Contractor shall pay to the Supplier the total amount of Value Added Tax properly chargeable.
17 If the Contractor fails to make payment of monies due to the Supplier, by the time specified in clause 16, then the Contractor shall pay interest at the rate of 2% per annum above Bank of England base rate from time to time.
18 The Contractor may deduct, set off and/or withhold from any monies due or owing to the Supplier any sum(s) which the Contractor has suffered or incurred or anticipates he may suffer or incur due to a breach of or failure to observe the provisions of the Contract by the Supplier, subject to the Contractor giving written notice at least 5 days before any payment due to the Supplier specifying any sum(s) he proposes to withhold, the grounds for such withholding and the amount attributable to each ground.
19 The Contractor may terminate the Contract in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. The Contractor shall have no liability for loss of anticipated profits or any consequential loss.
20 Without limiting its other rights or remedies, the Contractor may terminate the Contract with immediate effect by giving written notice to the Supplier if:
- the Supplier commits a material breach of any term of the Contract which is not remediable, or if such a breach is remediable fails to remedy that breach within 7 days of that party being notified in writing to do so;
- the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntary or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any or its assets or ceasing to carry on business;
- the Supplier takes any step or action in connection with the Supplier being made bankrupt, entering any composition or arrangement with his creditors, having a receiver appointed to any of his assets or ceasing to carry on business;
- the Supplier suspends or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
- the Supplier’s financial position deteriorates to such an extent that in the Contractor’s opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
21 Termination of the engagement of the Supplier, howsoever arising shall not affect any of the party’s rights and remedies that have accrued as at termination. Clauses that expressly or by implication survive termination of the Contract shall continue in full force and effect.
22 The Supplier shall not, without the prior written consent of the Contractor, assign, charge, mortgage, transfer or subcontract all or any part of the Contract or any benefit or interest in the Contract.
23 The provisions of this Contract are without prejudice to any other rights and remedies the Contractor may possess by statute and common law. If any court shall declare any provision of this Contract invalid, unenforceable, or illegal this shall not prejudice or affect any of the remaining provisions of the Contract. Nothing in this Contract confers or purports to confer on any third party any benefit or right to enforce any term of this Contract.
24 The law of England and Wales shall be the proper law of this Contract and the parties submit to the exclusive jurisdiction of the courts of England and Wales.