Suppliers Terms Of Trade
Conditions of Purchase Works Services & Supplies
The following terms and conditions apply to any works, goods or services bought for RDST LTD (trading as, By Design) through an electronic or hard copy purchase order. These terms and conditions may only be varied by amendments agreed in writing by RDST LTD or stated on the
Purchase order; these are the only amendments RDST LTD will accept. These conditions apply to each and every purchase order sent and supersede any conditions set before it. The supplier accepts these terms upon receipt and process of the purchase order from RDST LTD.
1. Formation of Contract
1.1 No addition, alteration or substitution of these Conditions will bind RDST LTD or form part of any contract unless a person
authorised to sign on RDST LTD’s behalf expressly accepts them in writing for each individual purchase order.
1.2 Nothing in these Conditions shall prejudice any condition or warranty expressed or implied, or any legal remedy to which RDST LTD may be entitled, in relation to the work(s), service(s) and or supply(s) (work/service/supply) which are the subject of this order, by virtue of any statute or custom or any general law or local law or regulation.
1.3 The law of England shall govern the construction validity and performance of these conditions and this order.
2. Delivery
2.1 In regard to the performance of this order by the supplier, time is of the essence. The work/service/supply shall be delivered on the date(s) and time(s) and at the place or places stated in this Order or its attachments. The delivery shall be accompanied by a delivery note or similar document approved by RDST LTD, which shall become the property of RDST LTD. Unless otherwise stated delivery must take place on a working day and during RDST LTD’s normal working hours.
3. Specifications, Quality Tests, Rejection
3.1 The work/service/supply must conform in all respects with any drawings, specifications and other requirements or descriptions stated in this Order or its attachments. The work/service/supply must be free from defects and of sound materials, workmanship and (where the supplier is responsible for this) design and shall be the same as relevant samples provided by or accepted by RDST LTD. Where an appropriate British standard or EEC equivalent is current at the date of this order the quality of the work/service and/or supply shall not be less than that Standard.
3.2 All of the work/service/supply must be fit for purpose, of satisfactory quality and made in compliance with any relevant statutory provision.
RDST LTD shall be entitled to reject any work/service/supply which do not conform to contract If by the nature of the work/service/supply, any defects therein or any failure thereof to conform as aforesaid does not or would not become apparent (despite the carrying out of any examination and/or such tests) until after use, RDST LTD may exercise its right to reject the same after it has reasonably been brought to RDST LTD’s attention. It is agreed that RDST LTD may exercise the aforesaid rights of rejection notwithstanding any provision contained in Section 11 or 35 of the Sale of Goods
Act 1979.
3.3 Any work/service/supply rejected under Condition 3.2 must at RDST LTD’s request be replaced at the supplier’s expense. Alternatively RDST LTD may elect to cancel this order as provided in condition 7 both in respect of the service/supply and of the whole of the undelivered balance (if any) of the work/service/supply covered by this order. All rejected supplies will be returned to the supplier at the supplier’s expense.
3.4 RDST LTD’s signature, given on any delivery note or other documentation presented by the supplier for signature in connection with delivery of any supply, is evidence only of packages etc. received. It is not evidence that the correct quantity or number of supply item has been delivered or that the supplies delivered are in good condition or of the correct quality.
3.5 The supplier will ensure that in all respects the service/supply comply with all requirements of any statute, statutory rule or order, or other instrument having the force of law, which may be in force when the work/service/supply are delivered.
4. Property and Risk
Property and risk in the service/supply shall pass to RDST LTD when they are delivered in accordance with Condition 2. Such passing of property and risk shall be without prejudice to any right of rejection arising under these Conditions. In particular (but without prejudice to the generality of the foregoing) under Conditions 3.1 to 3.5 above.
5. Price and Payment
5.1 RDST LTD shall be entitled to withhold payment against any invoice which is not submitted in accordance with these Conditions or which covers or relates to any work/service/supply, which is not in accordance with these conditions.
5.2 RDST LTD will make no payment until a priced invoice has been submitted to the RDST LTD Accounts Payable Department or the department, which originated this order, following delivery in accordance with these Conditions. Payment shall be due within 30 days of the receipt by RDST LTD of a properly submitted invoice provided that any payment by RDST LTD shall not imply acceptance of the work/service/supply.
5.3 Any variation in the price specified must be approved by RDST LTD before delivery of the work/service/supply.
6 Indemnities, Third Party Liabilities
6.1 The supplier shall indemnify RDST LTD against all loss actions, costs claims, demands, expenses and any liabilities whatsoever which RDST LTD may incur either at common law or by statute in respect of personal injury to or death of any person or in respect of any loss or destruction of or damage to property (other than as a result of RDST LTD’s default or neglect) which shall have occurred in connection with any work executed by the supplier in connection with this order or shall be alleged to be attributable to some defect or deficiency in the work/service/supply.
6.2 Whilst any of the supplier’s personnel are on RDST LTD premises they shall be required to abide by the safety rules and other relevant regulations laid down by RDST LTD from time to time. This order is given on the condition that (without prejudice to the generality of Condition 6.1) the supplier will indemnify RDST LTD against all loss actions, costs claims, demands, expenses and any liabilities whatsoever RDST LTD may incur either at common law or by statute in respect of personal injury to or death of any person while on RDST LTD’s premises whether or not such persons are (at the time when such personal injury or deaths are caused) acting in the course of their employment.
6.3 The supplier will indemnify RDST LTD against any and all loss actions, costs claims, demands, expenses and any liabilities whatsoever caused to RDST LTD whether directly, or as a result of the action claim or demand of any third party, by reason of any breach by the supplier of these Conditions or of any terms or obligations on the suppliers part implied by the Sale of Goods Act 1979, by the Supply of Goods and Services Act 1982 or by any other statute or statutory provision relevant to this order or to the work/service/supply covered thereby. This indemnity shall not be prejudiced or waived by any exercise of RDST LTD’s rights under Condition 3.3.
6.4 Whenever any sum of money is recoverable from or payable by the supplier to RDST LTD as a result of the operation of any of these Conditions or any breach by the supplier of same, such sum may be deducted by RDST LTD from any sum then due or which at any time thereafter may become due to the supplier under any other order or transaction placed or entered into by RDST LTD with the supplier.
7 Cancellation
7.1 RDST LTD reserve the right to cancel the whole or any part of this order or any consignment on the account thereof:
7.2. If the same is not completed in all respects in accordance with the instructions and specifications stated in the order and with these
Conditions, in particular (but without prejudice to the generality of the foregoing) with Conditions 2, 3.1 and 3.5 compliance with which by the supplier is of the essence;
7.3 If RDST LTD find that the supplier has offered or given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or having done or forborne to do any action in relating to the obtaining or execution of this contract or any other contract with RDST LTD, or for showing or forbearing to show favour or disfavour to any person in relation to this contract or any other contract with RDST LTD, or if the like acts shall have been done by any person employed by the supplier or acting on the suppliers behalf (whether with or without the suppliers knowledge), or if in relation to any contract with the supplier or any person before referred to shall have committed any offence under the Prevention of Corruption Acts 1889 to 1916 or shall have given any fee or reward the receipt of which is an offence under The Local Government Act 1972;
7.4 If a Receiving Order is made against the supplier or if the supplier becomes bankrupt or insolvent or compound with or assign in favour of creditors or (being an incorporated company) shall resolve to wind up or be ordered to be wound up or carry on business under a
Receiver.
7.5 In the event of RDST LTD cancelling this order as to all or any work/service/ supply covered thereby RDST LTD shall be entitled to purchase from a third party a like quantity of service/supply of similar description and quality, or a reasonable alternative thereto, bearing in mind RDST LTD’s need to take delivery of the work/service/supply by the date specified, and in that event the supplier shall be liable to reimburse to RDST LTD on demand all expenditure whatsoever incurred by RDST LTD in connection with RDST LTD’s said cancellation, including any increase in the price of the work/service/supply.
8 Health and Safety Risks / Hazardous Work/Service/Supply
8.1 The supplier shall be responsible for the observance of any duties and/or other requirements set out in any Health and Safety Legislation and ensure the completion of any necessary risk assessment, or plan or similar documents necessary. Copies of any such documentation shall be provided to the officer authorising this order 8.2 The supplier shall observe the requirements of UK legislation and any relevant international agreements relating to the packing labelling and carriage of hazardous materials. All information held by or reasonably available to the supplier regarding any potential hazards known or believed to exist in the transport handling or use of the supply supplied shall be promptly communicated to RDST LTD prior to delivery.
9 Notices
9.1 Any notice or other communication required to be given or sent to RDST LTD or to the supplier under these Conditions shall be sufficiently given or sent by prepaid first class recorded delivery post to RDST LTD addressed to the Accounts Payable Department Address stated overleaf or to the supplier at the last known place of business or in the case of a company the registered office.
10 ASSIGNMENT AND SUB CONTRACTING
10.1 The Supplier shall not assign, sub-let or purport to assign or sub-let the whole or part of this Contract to any person whatsoever without the written agreement of RDST LTD.
11 AGENCY
11.1 Neither the Supplier nor any of his employees or subcontractors are, and in no circumstances shall purport to be, the servants or agents of RDST LTD.
11.2 Neither the Supplier nor his employees or subcontractors are, and in no circumstances shall purport to be, authorised to enter into any
Contract or Agreement on behalf of RDST LTD or in any way bind RDST LTD to the performance variation release or discharge of any obligation.
11.3 Neither the Supplier nor his employees have, and in no circumstances shall purport to possess, the power to make, vary, discharge or waive any bylaws or regulation of any kind.
12 SEVERANCE
12. 1 If any provision of the Contract shall become or shall be declared by any Court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any other provision of the Contract all of which shall remain in full force and effect.
13. WAIVER
13.1 Failure by RDST LTD at any time to enforce provisions of the Contract of any part thereof shall not be construed as a waiver of any such provision and shall not affect the validity of the Contract or any part or the right of RDST LTD to enforce any provision in accordance with its terms.
14. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
14.1 For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Contract is not intended to, and does not give any person who is not party to it any right to enforce any of its provisions.
15. CONFIDENTIALITY
15.1. All information of a confidential nature imparted by either party to the other or which may be imparted from time to time to the other in connection with the Contract, including but not limited to data of or about customers, drawings, patterns, raw materials, designs, specifications and any information relating to the technical affairs or business or product plans of either party ("Confidential Information") shall be treated as proprietary and confidential to the party disclosing the Confidential Information.
15.2. Neither party shall use or disclose any Confidential Information of the other party without the agreement in writing of the other party except:
(a) to the extent necessary to comply with any law or regulation in which event the relevant party shall so notify the other as promptly as reasonably practicable and shall seek confidential treatment of such information; (b) to its auditors, legal advisers and other professional advisers provided that it uses its reasonable endeavours to procure that such persons maintain such confidentiality; (c) in order to enforce its rights under the Contract; and (d) to any person with a bona fide and legitimate interest in such information who enters into a confidentiality agreement including, but not limited to, a prospective purchaser of the Purchaser or its business and provided that such person only uses the information for the purpose of such bona fide and legitimate interest.
15.3. The provisions of clause 13.2 shall not apply to: (a) any information in the public domain otherwise than by breach of the Contract; (b) information obtained from a third party who is free to divulge the same; (c) information that was already known to the receiving party prior to disclosure under the Contract and was not previously acquired by the receiving party from the disclosing party under an obligation of confidentiality or non-use towards the disclosing party; (d) information that can be shown by documentary evidence to have been created by one party to the contract independently from work under the Contract.
16. Data Protection
Data belonging to RDST LTD must be held and/or transferred in strict accordance with the applicable data protection laws and only used as per RDST LTD’s Non-Disclosure Agreement Terms.
