Clays - Terms & conditions of purchase

1 CONSTRUCTION OF CONTRACT
1.1 These Conditions shall apply to all contracts of sale of goods and supply of services between the supplier named overleaf as seller (“the Supplier”) and St Ives plc or any subsidiary thereof (which expression shall have the meaning ascribed to it by section 786 of the Companies Act 1985) as shall contract with the Supplier (“the Buyer”).
1.2 The terms of the Contract shall consist of the particulars overleaf and these Conditions of Purchase. Any term overleaf which is at variance with these Conditions which shall be construed accordingly.
1.3 The terms of the Contract may only be varied on writing signed by a duly authorised representative of the parties hereto.
2 DELIVERY
2.1 The time of delivery is of the essence of the Contract and delivery shall be strictly in accordance with the Order. The Buyer may reject any goods not delivered on or before the delivery date specified overleaf without prejudice to its rights against the Supplier for breach of contract.
2.2 Unless otherwise agreed delivery shall be made at the Delivery Address specified overleaf or if none is specified at the Buyer’s premises and all packing and transport costs shall be for the account of the Supplier.
2.3.1 Property in the goods sold shall pass to the Buyer when payment is made, in whole or in part or upon delivery, whichever first occurs.
2.3.2 Risk in the goods sold shall pass to the Buyer upon delivery.
2.4 If partial delivery shall be made and the Buyer shall notify the Supplier of any breach of the Supplier’s obligations in connection with the good so delivered, the Buyer shall be entitled to terminate the contract in whole or in part without prejudice to its rights against the Supplier.
3 PRICE AND PAYMENT
3.1 Unless otherwise agreed the price for the goods and services supplied under this Contract shall be specified overleaf or if not so specified shall not be higher than the last estimate to the Buyer.
3.2 The price specified overleaf or otherwise agreed in writing is a fixed price and the supplier shall not be entitled to increase the price for any reason whatsoever.
3.3 Unless otherwise agreed payment shall be due 90 days following the end of the month of delivery of goods or performance of services subject to receipt of invoice.
4 WARRANTY
4.1 The Supplier warrants that any goods supplied will on delivery be new and unused and free from defects either in material or workmanship and that they will be suitable for any purpose for which they are required and which shall have been made known by the Buyer to the Supplier, of merchantable quality, that they will conform strictly to any specifications, drawings of patterns supplied by the Buyer to the Supplier, and that they will conform strictly to any sample which may have been submitted by the Buyer but without any defect which such sample may have.
4.2 The Supplier warrants that services supplied will be supplied using a high degree of skill in accordance with the best practice in the field in which the services are supplied, and that they will be suitable for the purpose for which they are required.
4.3 The Supplier warrants that (except so far as the goods are manufactured to the Buyer’s specifications) the goods will not infringe any patent, trade mark, trade name, design, copyright or other similar rights of any third party.
5 BUYERS GOODS AND MATERIALS
5.1 All materials, documents, data and computer programmes on whatever media supplied by or on behalf of the Buyer, are and shall remain the property of the Buyer and shall not be copied, or used in any way whatsoever except in connection with supply of goods and services pursuant to this Contract. If any are damaged or destroyed while in the Supplier’s possession or control the Supplier shall on demand pay to the Buyer the cost to the Buyer of repairing or (at the Buyer’s option) replacing them.
5.2 The Supplier must check on all such materials, documents, data and computer programmes supplied to him by the Buyer or on its behalf and notify the Buyer in writing of any defects or discrepancies forthwith.
5.3 The Supplier must not be entitled to any lien on any such materials, documents, data and computer programmes for sums due for work done under contract or otherwise.
5.4 Title to and all rights (including copyright) in any additions to items supplied by or on behalf of the Buyer, and in all documents, data and computer programmes supplied by the Supplier under the Contact shall, in so far as the Buyer shall not be entitled thereto by operation of law, forthwith vest in the Buyer
5.5 The Buyer shall be entitled to enter the supplier’s premises and retake all goods, materials, documents, data and computer programmes to which the Buyer is entitled.
5.6 The Supplier will redeliver such items including any copies thereof to the Buyer in good serviceable condition.
6 INSOLVENCY
The Buyer shall be entitled on giving written notice to the Supplier to terminate any contract formed pursuant hereto forthwith without any liability on the Buyer in the event that the Supplier enters into an arrangement or composition with its creditors or ceases or appears to the Buyer to be about to cease business or has or seems in the Buyer’s opinion to be likely to have an administrative petition made against him (being an individual) commits any act of bankruptcy or suffers a receiving order to be made against him or (being a company) shall enter into liquidation whether voluntary or otherwise or shall have a receiver appointed over the whole or any part of its assets.
7 NOTICES
Any notification hereunder shall be in writing and where given by the Buyer by first class registered or recorded delivery to the Supplier’s address given overleaf shall be deemed to have received by the Supplier at the expiration of two days in the case of inland and five days in the case of overseas letters.
8 CANCELLATION
The Buyer may by notice in writing to the Seller cancel or vary any contract formed pursuant hereto and or suspend or postpone the manufacture and delivery of the goods or any part thereof and all costs necessarily incurred by the Seller as a result thereof shall be borne by the Buyer. The date of delivery shall if necessary be extended to such later date(s) as shall be reasonable having regard to the period of such suspension or postponement or nature of variation In the event of cancellation the Buyer shall pay to the Seller all its reasonable costs and charges incurred in connection with the applicable contract formed pursuant hereto and the Seller shall deliver to the Buyer as its property all goods and materials acquired and or manufactured in terms of the said contract. Any claims submitted to the Seller within the terms of the clause are to be substantiated with documentary evidence acceptable to the Buyer. The Seller shall not under any circumstances be reimbursed for loss of profits or other consequential losses.
9 ASSIGNMENT
The Seller shall not assign or otherwise make over any of its rights without prior written permission of the Buyer.
10 WAIVER
The failure or neglect of the Buyer to enforce at any time any of the provisions of any contract formed pursuant hereto shall not be construed nor shall be deemed to be a waiver of the Buyer’s rights under the contract nor in any way shall such a failure or neglect effect the validity of the whole or any part of the contract not prejudice the Buyer’s right to take subsequent action.
11 GOVERNING LAW
This Contract shall be subject to English law and the parties submit to the exclusive jurisdiction of the English Courts.
12 OTHER RIGHTS AND REMEDIES
Nothing in these conditions shall prejudice any condition or warranty (express or implied) or any right or remedy to which the Buyer is entitled in relation to the goods by virtue or statute, common law or otherwise.

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