Terms and conditions of purchase


1. Application of Terms and Conditions
1.1 The Supplier shall sell and the Purchaser shall purchase the Goods in accordance with any quotation or offer of the Supplier which is accepted by the Purchaser, or any order of the Purchaser which is accepted by the Supplier; and
1.2 These Terms and Conditions shall govern the Contract to the exclusion of any other Terms and Conditions subject to which any such quotation is accepted or purported to be accepted by the Supplier, or any such order is made or purported to be made, by the Purchaser.

2. Interpretation
2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Business Day” means any day other than a Saturday, Sunday or bank holiday;
“Supplier” means the person who issues a quotation or offer for the sale of the Goods and who accepts a purchase order from the Purchaser;
“Calendar Day” means any day of the year;
“Contract” means the contract for the purchase and sale of the Goods under these Terms and Conditions;
“Purchase Order/Order” means the written details of the Contract;
“Price” means the price stated in the purchase order for the Goods;
“Delivery Date” means the date on which the Goods are to be delivered as stipulated in the Purchaser’s order and accepted by the Supplier;
“Goods” means the goods or services (including any instalment of the goods or any parts for them) which the Supplier is to supply in accordance with these Terms and Conditions;
“Specification” means the drawing, technical requirement, written specification or other agreed means of defining the form, fit, function, quality, performance and any other technical or other requirements of the Goods as attached to or referenced in the purchase order.
“Month” means a calendar month;
“Purchaser” means LEW Techniques Ltd, a company registered in England under 879810 of Cook Way, Taunton, Somerset, UK, TA2 6BG and includes all authorised employees and agents of LEW Techniques Ltd.
2.2 In “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means.
2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
2.4 Words imparting the singular number shall include the plural and vice versa.
2.5 References to any gender shall include the other gender.

3. Basis of Purchase
3.1 No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Purchaser and the Supplier.
3.2 The Contract for the sale of the Goods shall be binding when the Supplier has accepted an order place by the Purchaser.
3.3 Any typographical, clerical or other accidental errors or omissions in any purchase order issued by the Purchaser shall be subject to correction without any liability.
3.4 It is the Purchaser’s policy not to purchase fraudulent and counterfeit materials, it is also the policy not to purchase any goods that in any way benefit armed groups in the Democratic Republic of Congo. All Suppliers must exercise due diligence on the source of all goods, including sub-components, materials and goods bought for re-sale. The Supplier must be able to provide full traceability on all goods to a valid source, if required to do so.

4. Price
4.1 The price of the Goods shall be the price listed in the Supplier’s quotation or such other price as may be agreed in writing by the Supplier and the Purchaser.
4.2 The price shall be firm and not subject to any surcharge, variation or escalation.
4.3 The price is to exclusive of VAT.
4.4 Delivery charges, other taxes, fees and duties must be specified in advance of delivery.

5. Payment
5.1 Subject to any special terms agreed in writing between the Purchaser and the Supplier, the Supplier shall invoice the Purchaser for the price of the Goods on or at any time after delivery of the Goods.
5.2 If the Goods are in accordance with the purchase order the Purchaser shall pay the price of the Goods (less any discount or credit allowed by the Supplier) net monthly + 1 day or otherwise in accordance with such credit terms as may have been agreed in writing between the Purchaser and the Supplier in respect of the Contract. Remittance advices for payment will be issued.
5.3 No prompt payment discount shall be forfeited on account of any delay in payment due to the Supplier’s failure to comply with any requirements of the purchase order and these conditions.
5.4 All payments made shall be without prejudice to the Purchaser’s rights should the Goods prove unsatisfactory or not in accordance with the purchase order and these conditions.
6. Delivery and Packing
6.1 The time for delivery as set out in the purchase order shall be of essence of the Contract.
6.2 The Delivery Date shall be previously stated by the Purchaser on the purchase order and cannot be changed without prior agreement.
6.3 The Supplier undertakes to promptly notify the Purchaser in the event of anticipated delay.
6.4 The Supplier shall use reasonable endeavours to avoid or mitigate such delay.
6.5 All Goods must be adequately packed and all packages must show the purchase order number and contain a delivery note.
6.6 The Supplier shall provide any requested certificate of conformity, test data, certificate of origin etc as stated on the purchase order.
6.7 Delivery of the Goods shall be made to the place specified in the purchase order.
6.8 Without prior agreement the Purchaser may return for refund any excess deliveries.
6.9 The Purchaser reserves the right to cancel the purchase order should delivery be delayed by more than 7 days and shall not be liable for any Goods, work in progress, materials or any other costs associated with the purchase order.

7. Risk and Title
7.1 Risk in and title to the Goods shall pass to the Purchaser upon delivery provided that any passing of title shall not prejudice either the Purchaser’s right of rejection hereunder or any other rights that the Purchaser may have under the purchase order.

8. Assignment
8.1 The Supplier may not assign the Contract or any part of it to any person, firm or company without the prior written consent of the Purchaser.

9. Right to Return Non-Conforming Goods and to Receive Replacements or a Refund
9.1 If the Goods do not conform with the specification of the order, the Purchaser may return the Goods to the Supplier and request replacements or a refund of the price of the returned Goods.
9.2 The Purchaser shall suspend payment of or reject the invoice and/or require a credit note to be issued by the Supplier.
9.3 If the rejected Goods form only part of a consignment, the Purchaser may at its discretion reject the entire consignment.
9.4 If there is reasonable doubt that the Supplier can supply conforming Goods then the Purchaser will consider cancelling the remainder of the purchase order and shall not be liable for any Goods, work in progress, materials or any other costs associated with the purchase order.
9.5 The statutory rights of the Purchaser are unaffected.

10. Confidentiality
10.1 The Supplier will regard as confidential the Contract, engineering drawings, specifications and all information obtained by the Supplier relating to the Contract and will not use or disclose it to any third party.
10.2 The Supplier will use all reasonable endeavours to ensure compliance with this Clause by its employees, servants and agents.
10.3 The provisions of this Clause shall survive the termination of the Contract.

11. Communications
11.1 All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
11.2 Notices shall be deemed to have been duly given:
when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
on the tenth business day following mailing, if mailed by airmail, postage prepaid.
11.3 All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

12. Force Majeure
Neither Party shall be liable for any failure or delay in performing their obligations, where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

13. Waiver
The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

14. Severance
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.

15. Third Party Rights
A person who is not a Party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

16. Consumer Rights
The provisions of these Terms and Conditions are in addition to and do not affect the Purchaser’s statutory rights as a consumer.

17. Law and Jurisdiction
17.1 These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
17.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.