Clause 1 General:
a) No responsibility can be accepted by the Company for any order unless issued on the Company’s official form and duly signed and no variation of these Conditions may be made (even if referred to or included in the documents accepting this order unless agreed by the parties in writing.
b) All invoices, advice notes, labels and other communications relating to the goods the subject of this order must bear the order number quoted overleaf.
c) The expression “the Company” shall mean C.N.UNWIN LIMITED and the expression “the Subcontractor” shall mean the person, firm or company with whom this order for the supply of goods and/or services has been placed.
Clause 2 Acceptance:
Unless this order is refused in writing by the Subcontractor within 14 days of posting by the Company this order shall be accepted upon, and subject to, these terms and conditions.
Clause 3 Packing etc:
No charge will be accepted by the company for packing, boxing or crating unless authorised by this order but if so requested, prior to delivery by the Subcontractor the Company will, at the Subcontractors’ expense, return the same to the Subcontractor. Goods must be properly and adequately prepared, packed and labelled and all extra expense, loss and damage resulting from improper packing or otherwise shall be borne by the Subcontractor.
Clause 4 Transit of Goods:
– Separate advice notes must be sent with the goods and posted to the address overleaf on the same day that they are dispatched and unless otherwise agreed all goods shall be supplied carriage paid to the Company at the address overleaf or as may be directed by the Company.
Immediately after the goods have been dispatched an invoice bearing the order number and the advice note number must be sent to the said address. No responsibility can be accepted by the Company for any extra expense of delivery caused by or resulting from improper marking, invoicing or otherwise, and unless otherwise expressly agreed in writing the goods shall remain the property of the Subcontractor until actually delivered in accordance with this order and accepted by the Company.
Clause 5 Excess Quantities:
– Unless otherwise agreed in writing, the Company shall be entitled to reject goods delivered in excess of quantities ordered and all charges in respect of the same will be the Subcontractor’s responsibility. These goods will be at the Subcontractor’s risk.
Clause 6 Price:
– The price for the goods or services shall not exceed that shown on this order and unless otherwise agreed payment shall be made by the Company within 15 days of the beginning of the second month following that in which delivery is made. The Subcontractor shall submit a statement of account for the goods or services supplied not later than the 10th day of the month following the month of delivery.
Clause 7 Samples:
– Samples shall be supplied on request marked for the attention of the Company’s Procurement Department. The Company shall be entitled to mark the samples and to submit the same to whatever tests it shall deem necessary, even if the same shall result in damage to or destruction of the samples. Unless by reason of the tests made by the Company they shall be destroyed or become valueless, all samples shall at the request of the Subcontractor be returned to the Subcontractor at the Subcontractor’s expense within a reasonable time after completion of deliveries of the goods of which they are samples. If samples are requested the Company shall not be bound to accept delivery of the goods to which the samples relate until the Company has approved the samples.
Clause 8 Quality of Goods and Workmanship:
– The goods included in this order shall be manufactured, machined or processed (as the case may be) in a good and workmanlike manner free from defects and in accordance with the specifications, drawing, descriptions, instructions and samples, (if any supplied or given by the Company) and shall be subject to testing and examination by and the approval of the Company within a reasonable time after delivery. If the goods or any of them are rejected they shall at the company’s option either be replaced by the Subcontractor within a reasonable time, in which case these Conditions shall apply to such replacements, or be made fit for their purpose by the Company, in which case the Subcontractor shall be debited with the cost thereof. If the Company elects to have the goods replaced by the Subcontractor, the goods rejected shall be held at the Subcontractor’s risk and returnable at the Subcontractor’s expense and shall not be considered as having been delivered to the Company in pursuance of this order. The price of all such goods shall be debited to the Subcontractor and recharged if and when replaced.
Clause 9 Inspection:
– The Subcontractor shall procure that duly authorised representatives of the Company shall have the right at all reasonable times to inspect goods included in this order at any stage of manufacture, processing or machining.
Clause 10 “Most Favoured” Clause:
– Should the Subcontractor at any time between the date of acceptance of this order and the date of completion of delivery of the goods to be supplied there under give better terms (as to price or otherwise) to any other person for the purchase of goods or supply of services of similar quality and quantity to those included in this order, then the Company shall have the right either to cancel this order or to require that it shall be given such better terms in respect of the goods included in this order and retrospectively to the date on which such better terms were first given by the Subcontractor to such other person.
Clause 11 Company’s remedy for Loss or Damage:
a) The company shall have the right to cancel this order in whole or in part if the goods are not supplied in accordance with these Conditions but without prejudice to the Company’s remedy for any loss or damage occasioned by the Company thereby.
b) The Company shall have the right to cancel this order in whole or in part or to require the Subcontractor to suspend manufacture and/or delivery if the Company’s manufacturing operations are stopped or seriously interfered with by any cause of any kind beyond the Company’s control such as production problems, fire, strikes, lockouts, war or outbreak of hostilities or acts, requests or demands of any person or body exercising governmental authority. Any such suspensions shall be for such period or periods as the Company’s manufacturing operations shall be stopped Or interfered with as aforesaid.
c) In the case of any cancellation or suspension in accordance with sub-paragraphs (11a) and/or (11b), the Company shall be under no liability, whether for compensation or damages or otherwise, except to pay for the goods delivered and accepted before the cancellation or suspension.
Clause 12 Machining:
The Subcontractor shall indemnify the Company against all extra costs, charges and expenses which arise or for which the Company is liable because of wastage in excess of 3% of material or goods which has been supplied by the Company for machining or processing.
Clause 13 Indemnity:
The Subcontractor shall indemnify the Company against all claims and charges costs and expenses, loss of profit or other consequential losses incurred by the Company by reason of the Subcontractor’s failure to supply the goods or any of them or to machine or process the material or goods as the case may be in accordance with the order overleaf and these Conditions.
Clause 14 Liability for Damage:
All materials or goods furnished by the company to the Subcontractor in connection with this order shall remain the property of the Company and the Subcontractor shall be liable for all damage howsoever caused to such materials or goods while the same are not out of the Company’s possession. The Subcontractor will insure against its liability arising under this Clause.
Clause 15 a) Delivery and Cancellation:
The Company shall have the right to cancel this order in whole or in part in the event of delivery not being made or of the work not being carried out within the time specified.
Clause 15b) Company’s right to mitigate Loss:
In such event the Company shall also have the right to purchase elsewhere goods as similar in quality as possible to those ordered from the Subcontractor or to have the work carried out elsewhere to the same standard ordered from the Subcontractor and to debit the Subcontractor with the extra cost, if any, and quantity of goods to be supplied by the Subcontractor of the amount of work to be carried out by the Subcontractor in pursuance of this order shall be reduced accordingly, it being understood however that the company’s rights under this paragraph will not be exercised unless in the Company’s opinion the Company’s business is likely to be materially affected as a result of the failure of the Subcontractor to deliver the goods or to perform the work ordered within the time specified.
Clause 16 Default or Insolvency of Subcontractor:
If the Subcontractor shall be in breach or default of any of its obligations under the Contract with the Company or if distress or other legal process shall be levied upon any of the Subcontractor’s property or if the Subcontractor shall make or offer to make any arrangement or composition with creditors or commit any act of bankruptcy or if being a limited company the Subcontractor shall go into liquidation whether compulsory or voluntary (not being a voluntary liquidation for the purposes of amalgamation or reconstruction) or suffer the appointment of a receiver of its undertaking property or assets or any part thereof, the Company shall at any time thereafter be entitled to terminate the Contract.
QF 03/02 08/97