Terms of Purchase
BOLT KING GENERAL TERMS OF PURCHASE
1.1 These conditions apply to and shall be incorporated in all Purchase Order or/and verbal contracts for the supply of goods, materials and services (“the Goods”) to the Company by any person, firm or Company or associate company or organisation or body (“the Supplier”) and shall prevail over, and extinguish all terms and conditions of contract sought to be imposed by The Supplier or implied by trade custom, practise or course of dealing insofar as such terms and conditions are inconsistent or additional thereto. Purported or perceived provisions to the contrary are hereby excluded.
1.2 No alteration exclusion or waiver of any of these conditions shall be effective or binding unless made in writing by a director of The Company and approved by the Authorised Officer or Managing Director.
2.1 No binding contract shall be deemed to have been concluded until the Company receives the Supplier’s unqualified written acceptance of the order placed by the Company on the Company’s official Purchase Order form (“the Order or Contract”) and bearing an authorised signature of acceptance (or Acknowledgement) on behalf of the Supplier .
2.2 Acceptance of the Order is limited to and conditional on acceptance by the Supplier of these conditions.
3. GOODWILL, TRUST, CONFIDENTIALITY -
3.0 The Company is dedicated to high levels of service and accountability to our valued clients. We pay high regard to the value of confidentiality in all contracts; price is only one element of the Order or Contract and is rarely the ruling factor in the award of any Order or Contract .In acceptance of the Order or Contract, the Supplier shall warranty to the Company complete confidentiality of the terms and detail of the contract or any associated part of it for the duration of the contract and shall not divulge any information or make any representation in reference to the ordered parts, product or service to the user of the product, or the Company’s client or agent of the client, or any third party within 90 days of completion of contract. This including any variation, substitute or alternative without the consent of the Company in writing, by the authorised signatory of The Company and a Director.
3.1 Liability for compliance with above GTC clause shall be “of the essence” in the contract.
3.2 The Company will seek damages/compensation in any instance of breach
3.3 The Supplier shall make every possible endeavour to hold the Company’s confidential Information in the strictest of confidence
4.0. All prices charged shall be those specified in the Order. If no price is stated for any item the price of that item shall be the lowest price currently quoted or charged by the Supplier, but in no event higher than the price most recently charged to the Company.
4.1 No verbal contract will be considered adequately formed or accepted by the Company where the value exceeds the sum of £500.00 (Five Hundred Pounds). Time sheets for services procured/rendered shall be valid only where approved by a director of the Company in writing.
5.0 Unless otherwise stated in the order, payment of invoices shall be made by the end of the third month following the month in which the goods are delivered. The Company reserves the right to deduct from any monies due or to become due to the Supplier “any payment due” from the Supplier to the Company.
6.1 All Goods delivered in pursuance of the Order must be accompanied by a Delivery Note which shall state:
(i) Order Number
(ii) Full details of consignment
(iii) Date of despatch
(iv) Total number of items delivered and the order number appertaining thereto
(v) Name of or identification of carrier if applicable and consignment note
(vi) A unique serial number which is subsequently to be quoted on the invoice
Important: The Delivery Note must be presented to and signed by an employee of the Company or the Company’s nominated carrier on delivery of the Goods. Goods “signed for” shall not be construed as acceptance of any quantity or detail whatsoever.
6.2 An invoice bearing details of the Goods delivered, the address at which the Goods were delivered, Delivery Note No., Order No., the date on which the despatch was made shall be posted direct to the Company’s offices in respect of each delivery.
6.3 A monthly statement of account embodying all invoices for Goods supplied during the month shall be rendered by the Supplier as soon as possible after the end of the month direct to The Company’s offices together with any credit notes due where applicable. Debit notes may be issued where any product is re-worked by the Company at its sole discretion where goods are found to be faulty and recorded in our ISO 9002 system, where delays in re-work by the Supplier might cause unacceptable delays to the Clientele of the Company, at its sole discretion.
7. CARRIAGE AND PACKING
7.1 All Goods the subject of this Order shall be delivered “carriage paid” by the Supplier to the Company at the address for delivery as stated unless otherwise agreed in writing.
7.2 All Goods must be properly and securely packed. All packaging material shall be supplied at the Supplier's expense unless agreed in writing. The Company shall at the Supplier's expense return such packing material but whilst reasonable care will be taken by the Company in doing so no liability for any loss or damage caused to same shall be accepted by the Company.
Where Goods are delivered in containers, every container must be clearly and conspicuously labelled showing:
(i) The full address for delivery as it appears herein or as otherwise specified by the Company
(ii) The full name and address of the Supplier
(iii) The Company’s Order No.
(iv) The description and quantity of the contents of each container
(v) The total number of containers in each consignment of which the individual container is a part
9.1 Time is of the essence in the performance to the Order. In the event of the Supplier being unable to meet the delivery date, he shall promptly notify The Company of the earliest possible date for delivery. Should The Supplier fail to despatch or deliver on time necessitating delivery or collection by special transport all additional charges and costs shall be for The Suppliers account.
9.2 Issue of other than “Time is of the Essence” orders shall be marked “varied terms” and signed by a director of the Company, or otherwise be approved by direct referral to the Suppliers written correspondence, within 24 hours of receipt of the order . The Supplier shall bear responsibility for providing evidence of acceptance of “varied terms” contracts in writing in matters of dispute.
9.3 Notwithstanding the receipt of a notice specified in clause 9.1 above, and unless a substitute delivery date has been expressly agreed by the Purchaser in writing The Supplier’s failure to effect delivery on the date or dates specified shall entitle The Company to cancel either the whole or any uncompleted part of the Order without liability whereupon the Company shall be entitled to purchase substitute items elsewhere, and to hold The Supplier accountable for any loss and/or additional costs incurred as a result thereof and make deductions as described above .
10. PROPERTY AND RISK
Without prejudice to any right of rejection to which The Company may be entitled hereunder or otherwise, the property and risk in the Goods which are the subject of the Order shall remain with The Supplier until The Company’s official receipt has been given to The Supplier or the carrier delivering the Goods at the time of delivery.
11. QUALITY, DESCRIPTION, QUANTITY
11.1 It is a condition of the contract between the Supplier and the Company that the Goods shall conform to the quality and description and other particulars of the Goods as described in the Order, and shall conform to all samples, drawings and descriptions furnished, shall be of merchantable quality and fit for their intended use and free from all defects and shall comply with any and all performance specification stated in the Order or if none, those generally applicable in the fastener trade or industry. This condition shall survive any delivery, inspection, acceptance or payment pursuant to the Purchase Order and survive to be a right of the user of the product.
11.2 These conditions shall extend to any replacement, repaired or substitute Goods provided by The Supplier with the consent of The Company.
11.3 The Company accepts no liability for the Goods supplied in excess of the quantities stated on the Order unless previously agreed by The Company in writing and reserves the right to reject incomplete deliveries and return excess deliveries delivered at The Supplier’s expense and risk.
11.4 The Supplier shall be responsible for ensuring receipt of clear and legible drawings, sketches and specifications conveyed by the Company by facsimile, email, or other means for the benefit of the Supplier and shall ensure fullest interpretation and clear understanding, prior to manufacture, and shall not accept verbal communications of “acceptance or authority” of any changes, disputes, or amendments to initial verbal or other communications by the Company.
11.5 The Supplier shall not in any event hold The Company responsible where lack of clarity is evident, the onus being with The Supplier in ensuring full legibility of all documents conveyed. IF IN DOUBT the Supplier MUST ASK for clarification from the “approved by” signatory in writing. In the event of any dispute – written evidence shall only be considered as acceptable clarification having been appropriately given.
12.1 The Supplier shall carefully inspect and test the Goods prior to delivery to ensure that they comply with the requirements of the Purchase Order and are fit for purpose, and shall if so requested by The Company give The Company notice of such tests. The Company shall be entitled to be represented there-at. If as a result of any such tests or inspection The Company finds that the Goods do not (or on completion are unlikely to) comply with the Order it may inform The Supplier and The Supplier shall take such steps as are necessary to ensure such compliance. Such confirmation shall not be construed as authority for “varied terms”.
12.2 A representative duly authorised by The Company shall upon reasonable notice given by The Company have access to The Supplier’s works or warehouse or premises and shall be permitted to inspect and examine the Goods during manufacture or storage.
12.3 An inspection so made shall not relieve The Suppliers from responsibility or be interpreted in any way as Acceptance of Goods.
13. CERTIFICATION & TRACEABILITY
13.1 The Supplier shall provide certification WITH THE GOODS without fail where it is noted as a requirement on the Order or Contract. Failure to comply may result in rejection, or cancellation in the case of an exceeded delivery date.
13.2 All material or property of The Company shall be clearly labelled and identified whilst upon the premises of any supplier.
13.3 All Heat-Treatment, Coating and Processed parts shall be processed as “one lot” in every case except where explicitly granted otherwise in writing. Ability to demonstrate auditable record of weight, batch no, quantity, container type, Company Order or Contract No. and Supplier Works Order No. on labels and archive at The Supplier premises on request may result in rejection or determination.
13.4 The Supplier shall maintain all records for a period of five years in which time “notice of inspection” by The Company will necessitate will require presentation of same for inspection at The Supplier premises.
All Goods shall be received by The Company subject to inspection and approval by The Company. If the Goods do not conform to the quantity, standards, specification, sample or description expressly stated or implied in the Order The Company may at any time within a reasonable period after delivery, by notice in writing to The Supplier:
Reject the Goods or any part of them.
i. Treat this contract as wholly repudiated by The Supplier and shall not be bound to accept or pay for any further instalment.
ii. Require The Supplier within 14 days from the date of the notice at his own expense and risk to remove (in accordance with The Company’s written instructions) any Goods rejected or refused acceptance for any reason. After service of any such notice the Goods shall be at The Supplier’s risk.
If The Supplier fails to remove any Goods rejected in accordance with The Company’s written instruction, the Company may without prejudice to its other rights sell the same and retain from the proceeds of the sale the cost of the sale, storage and other monies or liabilities due from The Supplier to The Company. Notwithstanding this The Company shall be entitled to accept Goods not conforming to the matters specified or implied in the Order and may make it a condition of acceptance that The Supplier shall forthwith and at The Supplier’s expense take such steps as are necessary to make the Goods conform therewith. Requirement to remove items as above shall not be construed as “permission to enter the premises of The Company” – The Supplier or his agent must be accompanied by a Director of The Company in such instance – failure to be will be construed as trespass.
iv. Invoice at full value any property (gauges equipment specifications etc.,) of the company not returned within 3 days of notice of cancellation.
The Company shall be entitled at its option and without prejudice to its other rights cancel, suspend or make deduction against the value of any contract (by offset if necessary against sums owed on account) for the purposes of which each contract or order shall be deemed to be an extension in general terms to any current, completed or future order or contract and any unperformed part thereof by notice in the event that either;
i. The Supplier commits any breach of its obligations hereunder and fails to remedy such breach within the terms of delivery stated.
ii. The Supplier at any time fails to act ethically in terms of Breach of Confidential information, including any contact with or representation to the Companies client or their agent, or the user of any product, item or service (including any variation or modification thereto) whereby such action or breach of trust shall cause any damage (whether actual or to the reputation of The Company ) or loss of trade or profit to The Company within 90 days of the completion of the Contract or Order where such confidential information shall be enclosed or noted on any drawing, specification or by any verbal transmittal or by common knowledge of the item /client , clients agent or user described on the order ,except where consented to in writing, by the authorised signatory of The Company and a Director .
iii. The Supplier makes any arrangement or composition with its creditors or becomes bankrupt or if a receiving order is made against him, or being a company, an order is made or a resolution is passed to the winding-up of The Supplier (other than solely for the purpose of amalgamation or reconstruction) or has a receiver appointed of the whole or any part of its assets or undertaking or circumstances arise which entitles the Court or a creditor to appoint a receiver or manager which entitles the Court to make a winding-up order if The Supplier takes or suffers any similar or analogous action in consequence of debt.
iv. Where any client of The Company has requested to cancel its contract with The Company for any reason undisclosed The Supplier will have no claim or action against The Company in respect of any unfulfilled part of and such Order or Contract except for that part that can be proven to have been completed at the time of notification. The Supplier shall deliver the completed part of the Order or Contract to The Company together with all gauges , materials or part-finished products drawings and/or specifications within 24 hours , or make same available for immediate cancellation . The Company shall, where-ever possible make every attempt to protect the interest of The Supplier at its discretion and shall in every case press for maximum cancellation charges or costs.
16. CHANGES &/or AMENDMENTS
The Company may at any time from time to time, by notice to The Supplier request reasonable changes to be made in quantities, specification, design, testing, packaging and destination and postponement in delivery schedules. If any such change and/or postponement causes a material increase or decrease in the cost of or the time required for performance, an equitable adjustment shall be made to the price or delivery schedule or both. Any claim by The Supplier for adjustments under this condition shall be made within fourteen days after receipt of notice of the change, and any such claim by The Supplier not made within such period shall be deemed waived. No changed Order shall be binding upon The Company unless it is made in writing and signed by a duly authorised representative.
17. THE COMPANY’S PROPERTY
17.1 All working drawings, labels, specifications, manufacturing data, plans, designs, patents, descriptions, information, dies, tools and components supplied by The Company in connection with this Order together with any copies made by or for The Supplier:
a) Shall remain The Company’s property
b) Shall not be disclosed to any third party without The Company’s written consent
c) Shall be used only for the purpose of this Order
d) Shall be returned to The Company immediately upon demand
17.2 Responsibility for the safe custody and maintenance in good condition - fair wear and tear excepted of such property of The Company rests with The Supplier. The Supplier shall indemnify The Company against loss or damage caused to such property while in the possession of The Supplier.
18. FORCE MAJEURE
The Company reserves the right without liability to The Supplier to require The Supplier to suspend or cancel any deliveries in respect of an Order and to withhold payment of a proportionate part of any sums due from The Company under an Order should it be necessary for The Company to decline or defer acceptance of the Goods by reason of any circumstances or events beyond The Company’s reasonable control including but not limited to strike, labour disputes, accident, civil commotion, war or by any necessary re-scheduling of its own work or deliveries.
The Supplier shall indemnify and hold The Company harmless from any and all claims, liabilities, damages or expenses (including loss of profit and consequential loss and damage) as detailed:
19.1 In respect of any alleged or actual infringement of any patent, utility model, registered design, copyright, trademark or any other proprietary or third party rights.
19.2 Sustained by The Company or for which The Company may be liable as a result of the failure of The Supplier to perform its obligations to The Company as detailed in the Terms & Conditions of Supply
19.3 In respect of death or injury, howsoever caused, to any employee of The Company, its agents or sub-contractors or any other person on The Company’s premises and/or in respect of any loss or damage to any property real or personal, of The Company or of any third party to whom The Company may be responsible arising by reason of any default, omission or negligence of The Supplier, its Sub-contractors or their respective employees or agents.
20 The Supplier hereby warrants and undertakes that all Goods supplied by it under any Order are and will be safe and without risk to health when properly used and The Supplier has taken all such steps that are necessary to comply with the Health & Safety at Work etc. Act, 1974.
20.1 Specifically - The Supplier shall provide The Company with full information about the use for which the Goods are designed and have been tested any conditions necessary to ensure that when they are put to that use they will be safe and without risk to health.
20.2 If The Supplier has been given written notice of the use for which The Company is purchasing the Goods prior to the date upon which the Order is accepted by The Supplier such use shall be deemed to be a use for which the Goods were designed and have been tested.
20.3 The Company shall be entitled to assume that all information provided by The Supplier hereunder is correct and The Company may give such information to any third party in connection with the use of the Goods.
21.1 Orders shall not be assigned, transferred or sub-contracted either wholly or in part without The Company’s prior consent in writing and any purported assignment without such consent shall render the contract void. Any assignment, transference or sub-contract without written consent of The Company within any group of associated companies of The Supplier shall join such organisation company or body in joint and several responsibilities into the contract for its duration.
21.2 The contract shall in all respects be governed by and construed in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts in the event of any condition here-in not providing precise interpretation of requirement.
21.3 Any International trade term referred to in any Order shall be defined by reference to Inco terms (1980 edition) (as amended) save insofar as such definitions shall be inconsistent with the terms of the Order.
21.4 Failure on the part of The Company to exercise to enforce any rights against The Supplier shall not be deemed to be a waiver of any such rights nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
21.5 Any notices hereunder shall be deemed to have been duly given if sent by prepaid first class post, facsimile or email to the party concerned at its last known address. Notices sent by post shall be deemed to have been given 4 days after despatch and notices sent electronic means shall be deemed to have been given on the date of despatch.
21.6 To establish Normal rights of English Law in precedence to these conditions The Supplier must return an Acknowledgement of order within 48 hours of conveyance to The Company, by fax, post, or email. Any requirement by The Supplier to cause The Company to accept any other terms or conditions should be conveyed to The Company by registered post within 72 hours of receipt of the Order or Contract, upon receipt of which The Company will confirm or decline acceptance only in writing. Such acceptance by The Company in writing shall be mandatory and the supplier must maintain clear evidence of such acceptances that are to be later relied upon in the matter of any dispute arising.
Please Note: You must ensure that any Terms & Conditions not accepted by you are wavered or amended by us in writing within 72 hours of receipt of the Order or Contract – it is too late to try to renegotiate thereafter.