Supplier Terms and Conditions
1.1. in these conditions
- “Buyer” means Morplan Ltd
- “Conditions” means the terms and conditions of purchase set out herein and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and Seller.
- “Contract” means the Contract for the sale and purchase of the goods and the supply and acquisition of the services.
- “Delivery address” means the address stated on the order.
- “Goods” means the goods (including any instalment of the goods or any part of them) described in the order.
- “Order” means the Buyers purchase order to which these conditions are annexed.
- “Price” means the price of the goods and/or the charge for the service.
- “Seller” means the person so described in the Order.
- “Services” means the service (if any) described in the order.
- “Specification” includes any plans, drawings, data or other information relating to the goods or services.
- “Writing” includes, facsimile transmission, electronic mail and comparable means of communication.
- “Tools, gauges, fixtures, means plant equipment or devices used solely for the dies or jigs” manufacture of the goods.
- “Samples, models or means representations of the goods in two or three patterns" dimensional form in electronic, graphic or physical mode.
1.2. Any reference in these conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
2. Basis of Purchase
2.1. Purchase orders over £500 (excluding VAT) which are not countersigned are not regarded by the buyer as valid.
2.2. No variation to the order or these conditions shall be binding unless authorised in Writing by a Director of the Buyer.
3.1. The quantity, quality and description of the goods and the services shall subject as provided in these Conditions be as specified in the Order and/or in any applicable specification supplied by the Buyer to the Seller or agreed in Writing by the Buyer.
3.2. Any specification, information, tools, gauges, dies, jigs, samples, models, patterns, fixtures or drawings supplied by the buyer to the seller or specifically produced by the seller for the buyer in connection with the contract together with copyright design rights or any other intellectual property rights in the specification shall be the exclusive property of the buyer. The seller shall not disclose to any third party or use any specification except to the extent that it is or becomes public knowledge through no fault of the seller or as required for the purpose of the contract.
3.3. The seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging packing and delivery of the goods and the performance of the services.
3.4. The Seller shall not unreasonably refuse any request by the Buyer to inspect and test the goods during manufacture, processing or storage at the premises of the Seller or any third party prior to despatch and the Seller shall provide the Buyer with all facilities reasonably required for inspection testing.
3.5. If the Buyer is not satisfied that the goods will comply in all respects with the contract and the Buyer so informs the Seller within seven days of inspection and testing, the Seller shall take such steps as are necessary to ensure compliance.
3.6. The goods shall be marked in accordance with the Buyer’s instructions and any applicable regulations or requirements of the Carrier and properly packed and secured so as to reach their destination in an undamaged condition.
3.7. The specification of the goods must not be changed unless agreed in writing by the Buyer.
4. Price of the goods and services
4.1. The price of the goods and services shall be as stated in the Order and unless otherwise so stated shall be exclusive of any applicable Value Added Tax, but inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the goods to the delivery address and any duties, imposts or levies other than Value Added Tax.
4.2. No increase in the price may be made without prior consent of the Buyer in Writing.
5. Terms of Payment
5.1. The Seller shall be entitled to invoice the Buyer on or at any time after delivery of the goods or performance of the services as the case may be and each invoice shall quote the number of the Order.
5.2. The Buyer shall pay the price of the goods and the services within 45 days after the end of the month of receipt by the Buyer of a proper invoice.
5.3. The Buyer shall be entitled to set off against the price any sums owed to the Buyer by the Seller.
5.4. To facilitate invoice matching and swift payment our purchase order number must be quoted on despatch note, invoice and any other documentation.
6.1. The goods shall be delivered to and the services shall be performed at the delivery address on the date or within the period stated in the Order. Deliveries must be between the hours of 6am and 2.00pm Monday to Friday only. An appointment must be made with the Morplan Goods inwards Department if the delivery is for more than 20 parcels/boxes or 1 pallet.
6.2. The time of delivery of the goods and the performance of the services is of the essence of the contract.
6.3. A packaging note quoting the number of the Order must accompany each delivery or consignment of goods must be displayed prominently. All goods must be packed as stated in the pack/unit column of the Purchase Order. All goods shall be marked with the Morplan order code.
6.4. If the goods are to be delivered or the services are to be performed by the instalments the contract will be treated as a single contract and not sever able.
6.5. The Buyer shall be entitled to reject any goods which are not in accordance with the contract and shall not be deemed to have accepted any goods until the Buyer has had at least 5 days to inspect them following delivery or if later within a reasonable time after any latent defect in the goods has become apparent.
6.6. If the goods are not delivered or the services are not performed on the due date then without prejudice to any other remedy, the Buyer shall be entitled to deduct from the price or (if the Buyer has paid) to claim from the Seller by way of liquidated damages for delay £3.50 for each resulting back order or balance note created as a result of the delay up to a maximum of £2,500 per SKU.
7. Risk and property
7.1. Risk damages to or loss of the goods shall pass to the Buyer upon delivery to the Buyer in accordance with the contract.
7.2. The property in the goods shall pass to the Buyer upon delivery unless payment for the goods is made prior to delivery when it shall pass to the Buyer once payment has been made and the goods have been appropriated to the contract.
7.3. All material provided by the Buyer to the Seller shall remain the Buyer’s property. All work carried out by the Seller upon the Buyer’s property shall be the property of the Buyer. The Seller shall keep a record of use of all material issued by the Buyer and the Seller shall replace at the Seller’s expense any material scrapped in excess of the allowance agreed between Buyer and Seller.
7.4. If performance hereunder is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of a Party, the Party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference.
8. Warranties and liability
8.1. The Seller warrants to the Buyer that the goods:
- 8.1.1. will be of merchantable quality and fit for any purpose held out by the Seller
or made known to the Seller.
- 8.1.2. will be free from defects in design, material and workmanship.
- 8.1.3. will correspond with any relevant specification or sample, and
- 8.1.4. will comply with all statutory requirements and regulations.
8.2. The Seller warrants to the Buyer that the services will be performed by appropriately qualified and trained personnel with due care and diligence and to such high standard of quality as it is reasonable for the Buyer to expect.
8.3. Without prejudice to any other remedy, if any goods or services are not supplied or performed in accordance with the contract then the buyer shall be entitled:
- 8.3.1. to require the seller to repair the goods or to supply replacement goods or services in accordance with the contract within seven days, or
- 8.3.2. at the Buyer’s option and whether or not the buyer has previously required the seller to repair the goods or to supply any replacement goods or services, to treat the contract as discharged by the Seller’s breach and require the repayment of any part of the price which has been paid.
8.4. The Seller shall indemnify the Buyer in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against, incurred or paid by the Buyer as a result of or in connection with:
- 8.4.1. breach of any warranty given by the Seller in relation to the goods or the services
- 8.4.2. any claim that the goods infringe or their importation use or resale infringes the patent, copyright, design right, trademark or other intellectual property rights of any other person except to the extent that the claim arises from compliance with any specification supplied by the buyer
- 8.4.3. any liability under the Consumer Act 1987 in respect of the goods
- 8.4.4. any act or omission of the seller or its employees, agents or sub-contracts in supplying, delivering and installing the goods, and
- 8.4.5. any act or omission of any of the Seller’s personnel in connection with the performance of the services.
9.1. The Buyer shall be entitled to cancel the Order in respect of all or part only of the goods and/or the services by giving notice to the seller at any time prior to delivery or performance in which event the Buyer’s sole liability shall be to pay the seller the price for the goods or services in respect of which the buyer has exercised its right of cancellation less the Seller’s net saving of cost arising from the cancellation.
9.2. The buyer shall be entitled to terminate the contract without liability to the Seller by giving notice to the Seller at any time if.
- 9.2.1. the Seller makes any voluntary arrangement with is creditor or becomes subject to an Administration Order or goes into Liquidation
- 9.2.2. an Encumbrancer takes possession or a Receiver is appointed of any of the property or assets of the Seller, or
- 9.2.3. the Seller ceases or threatens to cease to carry on business, or
- 9.2.4. the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.
10. Force Majeure
10.1 If performance hereunder is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of a Party, the Party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference.
PLEASE NOTE THAT ADDITIONAL LIMITATIONS OF LIABILITY ARE SET OUT ELSEWHERE IN THESE TERMS
11.1. The Order is personal to the Seller and the Seller shall not assign or transfer or purport to assign or transfer to any other person any of its rights or obligations under the contract.
11.2. Any notice required or permitted to be given by either party to the other under these conditions shall be in Writing addressed to that other party at its Registered Office or principal place of business
11.3. No wavier by the Buyer of any breach of the contract by the Seller shall be considered as a wavier of any subsequent breach of the same or any other provision.
11.4. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
11.5. The laws of England and Wales shall govern the contract.