Terms of Purchase
1. DEFINITIONS. 'Company' means Key Surgical Limited, registered in England and Wales under company number 01761478. 'Seller' means the person, company or organisation with whom the Contract is concluded whether for the supply of Goods or Services. 'Goods' means the goods and other physical material
set out in the Order to be supplied to the Company. ‘Services’ means the Services set out in the Order to be provided to the Company. 'Delivery' means completion of unloading and receipt of the Goods by the Company, or receipt of the Services by the Company, at the location specified in the Order. 'Order' means the
Company's official written instructions for the Seller to supply the Goods or Services. The 'Contract' means
(i) where the Seller submits an offer to the Company, the Seller's offer and the Company's unqualified written acceptance by the issue of an Order or (ii) in all other cases, the Company's Order and the seller's unqualified written acceptance together with, in both instances, these Conditions and any documents incorporated in the Contract by express reference.
2. ACKNOWLEDGEMENT. The Company shall be bound by the Order only –
(i) if it is placed on the Company's official order duly authorised by a Company official and
(ii) if the seller accepts in writing within 7 days from the date of the Order.
3. VARIATIONS. Neither the Company nor the Seller shall be bound by any variation, waiver of or addition to these Conditions or to the prices first quoted for this order except as agreed by both parties and signed on their behalf.
4. ASSIGNMENT & SUB-CONTRACTING. The Seller may not assign, transfer, mortgage, charge, delegate, or deal in any other manner with any of its rights or obligations under the Contract without the prior written consent of the Company.
5. QUALITY & DESCRIPTION. The Seller warrants, represents and undertakes that the Goods and/or Services shall:
(i) conform as to quantity, quality and description with the particulars stated on the Order;
(ii) be of sound materials and first-class workmanship;
(iii) correspond in all respects with the samples, patterns, description or specifications provided or given by either party;
(iv) be capable of any standard of performance specified in the Order;
(v) be fit for purpose if the purpose for which they are required is indicated on the Order either expressly or by implication; and
(vi) comply with all applicable statutory or regulatory requirements relating to the manufacture, labelling, packaging, handling and delivery of the Goods, or carrying out and provision of the Services.
6. INSPECTION & TESTING.
(i) The Company may, unless otherwise agreed in writing, inspect and test the Goods or Services at any time during manufacture, processing or storage. If the Company exercises this right, the Seller shall co-operate and provide or procure the facilities and accommodation as may reasonably be required by the Company.
The Seller shall also, at the request of the Company, supply to the Company a copy of the Seller's test sheets certified by the Seller to be a true copy. The Seller shall remain fully responsible for the Goods or Services despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Seller’s obligations under the Contract.
(ii) If, as a result of such inspection or testing, the Company's representative is of the opinion that the Goods or Services do not comply with the Contract or are unlikely to do so on completion of manufacture or processing, he/she shall inform the Seller accordingly in writing and the Seller shall immediately take such remedial action as is necessary to ensure compliance, including taking steps to replace the Goods or modify the Services, at no extra cost to the Company.
7. DELIVERY. Unless otherwise agreed, the Seller shall pay any costs of delivery of the Goods or Services to the Company or any location directed by the Company. The Goods shall be properly packed and secured in such a manner as to reach their destination in good condition. The Goods or Services shall be delivered by the Seller at the time, place, and in the manner specified in the Order and the Seller’s compliance with this Condition shall be of the essence of the Contract. Any extension of time for delivery of Goods or completion of Services must be agreed between the Company and the Seller in writing and such extension of time shall only relate to the extension in question and shall not be deemed to be a waiver of any right of the Company under these Conditions. The Company shall not be liable for any failure to take delivery of Goods or Services which is due wholly or partially to any event, circumstance or cause beyond its reasonable control.
8. TITLE & RISK. Title and risk in the Goods shall pass to the Company on completion of delivery or as may be directed in writing by the Company without any prejudice to any right of rejection which may accrue to the Company under these Conditions. Subject to Condition 6(i) any work carried out for the Company shall be deemed to be completed when the relevant test certificate has been signed by the Company
9. DAMAGE OR LOSS IN TRANSIT. The Seller shall repair or replace free of charge Goods damaged or lost in transit, provided the Company gives the Seller written notification of such damage or loss within such time as will enable the Seller to comply with the carrier's conditions of carriage as affecting loss or damage in transit, or where delivery is made by the Seller's own transport, within a reasonable time.
10. REJECTION. All Goods and Services shall be subject to the Company's inspection and approval within a reasonable time after delivery or completion. Without limiting any of its other rights or remedies, and whether or not it has accepted thands, proceedings, damages, costs, charges and expenses whatsoever in respect therefor or in relation thereto. Provided always that nothing herein contained shall be deemed to render the Seller liable for, or in respect of, or to indemnify the Seller against any compensation or damages for or with respect to injuries, or damage to persons or property resulting from any act or neglect done or committed during the currency of the Contract by the Company or of any person (not working under the control of the Seller) in the regular paid employment of the Company.e Goods or Services, the Company may reject them if (i) after delivery the Seller finds that the Goods or Services do not conform to the provisions set out in clause 5 of these Conditions, (ii) the Seller fails to comply with their obligations under clause 6 of these Conditions, or (iii) the Goods are not delivered or Services are not completed on or by the agreed date. The Company shall notify the Seller in writing of such rejections and their reasons. Upon notifying the Seller, the Company shall hold the rejected Goods at the Seller's risk and may return them at the Seller's expense. The rejected Goods or Services shall not be considered delivered, unless the Company elects to modify them to make them fit for purpose, in which case the Seller shall pay to Company the costs of such modifications and any reasonable related costs, including transport costs. Any money paid by the Company in respect of rejected Goods or Services together with the value of any materials supplied by the Company and used in the manufacture of the Goods or provision of Services, shall be repaid by the Seller to the Company and may be recovered by the Company as a debt.
11. INSURANCE. During the term of the Contract and for a period of 2 years thereafter, the Seller shall maintain in force, with a reputable insurance company, insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Company's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
12. INDEMNITY. Unless agreed otherwise in writing, the Seller shall indemnify, and keep indemnified, the Company from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Company as a result of or in connection with the Seller’s breach of any of the Seller’s obligations under the Contract.
13. GOVERNING LAW & JURISDICTION. The construction, performance and validity of the Contract shall be governed by the Law of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.
14. ORDER OF PRECEDENCE. These Conditions will take precedence over any other conditions or terms appearing on any letter or other document issued by the Seller, unless otherwise expressly agreed by the Company in writing.