Terms & Conditions of Purchase
The order is subject to the following terms
"Buyer" means Jost (UK) Limited.
"Seller" means the person, firm or company to whom the order is addressed.
"Goods" means the articles or thing or any of them described in the order.
"Specifications" means the technical (if any) of the goods contained or referred to in the order.
"Order" means the order placed by the buyer for the supply of the goods.
The buyer shall be bound by his order only
If it is placed on his official order form
The seller accepts it in writing within 10 days of the date of the order giving a definite delivery date of delivery.
Neither the buyer nor the seller shall be bound by any variation, waiver of, or addition to these conditions, except as agreed by both parties in writing and signed on their behalf.
4. Quality and Description
Subject to clauses 10 and 11 the goods shall:
Conform to quality, quality and description with the particulars stated in the order.
Be of sound material and workmanship.
Be equal in all respects to the samples, patterns or specification provided or given by either party.
Be capable of any standard of performance specified in the order.
If the purpose for which they are required is indicated in the order either expressly or by implication be fit for that purpose.
5. Inspection and Testing
Before dispatching the goods the seller shall carefully inspect and test them for compliance with the provisions of clause 4. The seller shall, if requested by the buyer give the buyer reasonable notice of such tests and the buyer shall be entitled to be represented thereat.
The seller shall also at the request of the buyer, supply to the buyer a copy of the seller's test sheets certified by the seller to be a true copy.
The buyer shall have the right for themselves their agents or third parties to inspect and test the materials and workmanship of all goods at all times and places including where practical during manufacture and if any such inspection or if any test is made on the premises of the seller, the seller shall furnish without additional charge all reasonable facilities and assistance for a safe and convenient inspection or test. Any such inspection shall not relieve the seller of its obligations hereunder nor imply acceptance by the buyer.
If as a result of any inspection or test under sub-clause (1) or (2) of this clause the buyer's representative is of reasonable opinion that the goods do not comply with the order, or are unlikely on completion of manufacture or processing so to comply he shall inform the seller accordingly in writing and the seller shall take such steps as may be necessary to ensure such compliance.
Notwithstanding the foregoing provisions of this clause all goods supplied may still be subject to Goods Inwards Inspection and any items found not in accordance with these terms will be rejected and the seller informed accordingly in writing.
6. Delivery, Crating, Invoices, Shipping Documents
The goods properly packed and secured in such manner as to reach their destination in good condition under normal conditions of transport shall be delivered by the seller at, or dispatched for delivery to, the place or places and in the manner specified in the order or as subsequently agreed. Any goods shipped in excess of those ordered may be returned by the buyer at the seller's expense.
Crating. Invoices shall not be sent by the seller for any packaging materials, which shall be free toe buyer. The buyer accepts no responsibility for containers, boxes or any packaging material and shall not be liable for their return.
Invoices bearing the buyer's purchase order number, the buyer's part number and description of the goods, the seller's part number and the point of delivery are required for each individual order and shipment. The original bill of lading, express receipts and other necessary documents properly signed by the carrier and dated must be attached to the seller's invoices and both mailed not later than the day of shipment.
Packing Slips showing the buyer's purchase order number, the buyer's part number the seller's part number and point o f delivery must accompany all shipments. All packages must be inscribed on the exterior with the same information.
Delivery Date shall be the date on which properly prepared papers and due performance of all other terms herein have been completed by the seller and received by the buyer.
If for any reason the buyer is unable to accept delivery of the goods at the time when the goods are due and ready for delivery the seller shall, if his storage facilities permit, store the goods, safeguard them and take all reasonable steps to prevent their deterioration until their actual delivery and the buyer shall be liable to the seller for the reasonable cost (including) insurance of his doing so.
8. Passing of property
Subject to the provisions of paragraph (2) of this clause the property in the goods shall pass to the buyer on delivery without prejudice to any right of rejection which may accrue to the buyer under these conditions.
If the seller postpones delivery at the request of the buyer pursuant to clause 7 the property in the goods shall pass to the buyer seven days after the date of receipt of notification from the seller that the goods are due and ready for delivery or on such other dates as may be agreed but the goods shall nevertheless remain at the seller's risk until delivery has been completed.
The seller shall deliver the goods at the times specified in the order. Time shall begin to run from the date of acceptance by the seller of the order or the date on which the seller is placed in possession of such information and drawings as may be necessary to enable him to start work on the goods, whichever may be the later. If owing to industrial disputes or any causes outside the seller's control the seller is unable to deliver the goods within the specified time then the buyer may at his discretion grant he seller such extension of time as may be reasonable.
If the goods or any portion thereof are not delivered within the time or times specified in the contract or any extension of such time or times, the buyer shall be entitled to determine the contract in respect of the goods undelivered as aforesaid and of any other goods already delivered under the contract which cannot be effectively and commercially used by reason of non delivery of the goods undelivered as aforesaid. On such determination the buyer shall be entitled:
a) to return to the seller at the seller's risk and expense any of the goods already delivered but which cannot be effectively and commercially used as aforesaid and to recover from the seller any monies paid by the buyer in respect of such goods.
b) To recover from the seller any additional expenditure reasonably incurred by the buyer in obtaining other goods in replacement of those in respect of which the contract has been determined.
The buyer may by notice in writing to the seller reject the goods if the seller fails to comply with his obligations under clause 5 hereof and may also by notice in writing to the seller given within twenty-eight days or such other longer but reasonable period, reject the goods which are found not to be in accordance with the contract.
The buyer shall when giving notice of rejection specify the reasons thereof and shall thereafter return the rejected goods to the seller at the seller's risk and expense. In such case the seller shall within a reasonable time replacesuch rejected goods with goods which are in all respects in accordance with the contract.
Any money paid by the buyer to the seller in respect of any rejected goods not replaced by the seller within a reasonable time together with any additional expenditure over and above the contract price reasonably incurred by the buyer in obtaining other goods in replacement shall be paid by the seller to the buyer.
11. Guarantee and Indemnity
If within the period after delivery named in the order (hereinafter called "the guarantee period") the buyer gives notice in writing to the seller of any defect in the goods which shall arise under proper use from faulty design (other than a design made, furnished or specified by the buyer for which the seller has in writing disclaimed responsibility), materials or workmanship, then the seller shall with all possible speed replace or repair the goods so as to remedy the defects without cost to the buyer.
The buyer shall, as soon as practicable after discovering any such defect or failure, return the defective goods or parts thereof to the seller and at the seller's risk and expense unless it has been agreed between the parties that the necessary replacement or repair shall be carried out by the seller on the buyer'' premises.
Subject to the conditions of sub-condition (2) hereof the seller shall indemnify the buyer against any claim for personal injury damage or loss of any kind attributable to any defects in the goods (save as aforesaid in relation to their design) of the kind referred to in sub-condition (1) hereof whether such claim arises or is made during or after the expiration of the guarantee period.
12. Damage or loss in Transit
The seller will repair or replace, free of charge goods damaged or lost in transit provided the buyer shall give to 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.
13. Payment and Freight Rates
Payment of the price shall be made within the period after delivery specified in the order, or if delivery is postponed at the request of the buyer as provided in clause 7 within the same period after the date when the property in the goods passed to the buyer under that clause.
Any reduction in the seller's costs resulting from a reduction in rate freight, customs, duties, import, and/or sales taxes from those in force at the date of the seller's acceptance of the order shall be paid by the seller to the buyer in reduction.
The seller shall insure in joint names of the buyer and seller any material or property sent to the seller by the buyer for any purpose in connection with the contract against any damage which may occur to it whilst in his custody.
15. Statutory Requirements
The seller warrants that the design, construction and quality of goods to be supplied under the contract comply in all respects with all relevant requirements of any statute, statutory, statutory rule or order, or other instrument having the force of law which may be in force at the time when the same are supplied.
The seller hereby indemnifies the buyer against all claims for personal injury, damage, or loss of any kind and against the costs of such claims attributable to, or arising out of any breach of he foregoing warranty or resulting from any defect whatsoever in the goods.
16. Infringement of Patents
The seller shall fully indemnify the buyer against any action, claim, demand, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any letters, patent registered design, trade mark, or trade name protected in the United Kingdom by the use or sale of the goods and against all costs and damages which the buyer may incur in any action for such infringement or for which the buyer may become liable in any such action PROVIDED ALWAYS that this indemnity shall not apply to any infringement which is due to the seller having followed a design or instruction furnished by the buyer or to the use of the goods in a manner or for a purpose not reasonably to be inferred by the seller or disclosed to the seller prior to the making of the contract.
17. Bankruptcy or Liquidation
If the seller being an individual (or, when the seller is a firm, any partner in that firm) shall at any time become bankrupt , or shall have a receiving order or administration order made against him or shall make any composition or arrangement with, or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors or shall purport to do so, or if in Scotland he shall become insolvent or notour bankrupt, or any application shall be made under any Bankruptcy Act for time being in force for sequestration his estate, or a trust deed shall be granted by him or his creditors, or if the seller, being a company, shall pass a resolution, or the court shall make an order that the company shall be wound up (not being a members' winding up for the purpose of reconstruction or amalgamation) or if a receiver, or manager on behalf of a creditor, shall be appointed, or if circumstances shall arise which entitle the court or a creditor to appoint a receiver or manager ,or which entitle the court to make a winding-up order, then the buyer shall be at liberty:
a) to cancel the order summarily by notice in writing without compensation to the seller;
b) to give any such receiver or liquidator or other person the option of carrying out the contract.
The exercise of any of the rights granted to the buyer under sub-clause (1) hereof shall not prejudice or affect any right of action or remedy which shall have accrued or shall accrue thereafter to the buyer.
The seller shall have the right to cancel an order hereunder in the event of the buyer becomes insolvent or makes an assignment for the benefit of its creditors or goes into compulsory liquidation.
18. Seller's Labours
The seller shall subject to clause (2), (3) and (4) of this clause indemnify the buyer in respect of all damage or injury occurring to any person or to any property and against all actions, suits, claims, demands, costs, charges or expenses arising in connection therewith to the extent that the same shall have been occasioned by the negligence of the seller, his servants or agents during such time as he or they were on, entering into or departing from the buyer's premises for any purpose connected with the contract, or were otherwise performing labour for he buyer pursuant to the order.
In the event of any claim being made against the buyer by reason of any matter referred to and in respect of which the seller is liable under this clause the seller shall be promptly notified thereof and may at his own expense conduct all negotiations for the settlement of the same and any litigation that may arise therefrom. The buyer shall not unless and until the seller shall have failed to take over the conduct of the negotiations or litigation make any admission, which might be prejudice thereto. The conduct by the buyer or such negotiations or litigation's shall be conditional upon the seller having first given to the buyer such reasonable security as shall from time to time be required by the buyer to cover the amount ascertained, or agreed, or estimated as the case may be, of any compensation, damages, expenses and costs for which the buyer may become liable. The buyer shall at the request of the seller afford all available assistance for any such purpose and shall be repaid any out of pocket expenses incurred in doing so.
Waiver of the buyer of any specific default or defaults of the seller or failure by the buyer to cancel the order or any part thereof when a right of cancellation arises shall not constitute a waiver by the buyer of any of the conditions of the order with respect to any further or subsequent default by the seller or cause herein stated to give rise to a right of cancellation.
20. Proper Law
Unless otherwise agreed the contract shall be subject to English Law.