GENERAL CONDITIONS OF PURCHASE
(a) In these conditions 'Company' means the company issuing the order and 'Supplier' means the party to whom the order is addressed. Reference to goods shall, where appropriate, include services to be provided by the supplier.
(b) No goods shall be supplied without an official order, which must be produced if required. Orders are placed subject to these conditions only. Any amendment must be in writing and signed on behalf of the Company and the Supplier.
(c) These conditions and any order placed hereunder shall be governed by and interpreted in accordance with the laws of England.
Supplier Integrity Guide
High Temperature Mechanical Testing Committee (HTMTC) strives to perform with integrity in all we do and we expect the same from our suppliers, contractors, agents and consultants (collectively referred to here as “Suppliers”). Suppliers must be likewise committed to lawful, ethical, fair and reasonable practices and must fully comply with applicable legal and regulatory requirements in their business relationships with High Temperature Mechanical Testing Committee.
Intellectual Property Rights
(a) All intellectual property rights in any materials provided by the Company to the Supplier for the purposes of this order shall remain the property of the Company but the Company hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use such materials as required until termination or expiry of the order for the sole purpose of enabling the Supplier to perform its obligations under the order.
(b) All intellectual property rights in any materials created or developed by the Supplier pursuant to the order or arising as a result of the provision of the Services shall vest in the Supplier.
Confidentiality, Transparency and Publicity
(a) Each Party shall treat all Confidential Information it receives as confidential, safeguard it accordingly and not disclose it to any other person without the prior written permission of the disclosing Party; and not use or exploit the disclosing Party’s Confidential Information in any way except for the purposes anticipated under the order.
(b) A Party may disclose Confidential Information which it receives from the other Party:
- where disclosure is required by applicable law or by a court of competent jurisdiction;
- to its auditors or for the purposes of regulatory requirements;
- to the Serious Fraud Office where the Party has reasonable grounds to believe that the other Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010;
(a) Both Parties shall duly observe all their obligations under the DPA which arise in connection with the order.
(b) Both parties will promptly notify the other party of any breach of the security requirements of the DPA
It shall be a condition of the contract that the goods supplied shall comply with the requirements of the order and with any specification contained in the Supplier’s or manufacturer’s brochure or the trade literature. The Company may reject the whole or any portion of defective goods supplied.
All goods must be securely packed as necessary. Packing material will be returned to Supplier if required but, unless otherwise agreed, the Company will not accept a charge for packing material or for returning it to the Supplier.
Custody of Material
The Supplier shall be entirely responsible for the safe custody of any material supplied to it for use in connection with the order. Such material shall not be used otherwise than for the purpose of the order and shall not be disposed of except in accordance with the Company’s written instruction.
The Supplier shall not place any subcontract in relation to the order, other than for the supply of raw materials, without the prior written consent of the Company.
(a) Time of delivery shall be of the essence of the contract. If the Supplier fails to deliver the whole or any portion of the goods ordered on the due date the Company may cancel the order, or any part of it, and obtain supplies elsewhere without prejudice to its right to claim damages from the Supplier.
(b) To the extent that events beyond the control of the Supplier or the Company prevent or hinder the manufacture, delivery or acceptance of the goods, delivery may be suspended in whole or in part provided the Supplier or Company, as the case may be, shall immediately notify the other party in writing. If such a suspension continues for longer than 45 days in respect of any goods, the party against whom the suspension was invoked may terminate the order with regard to such goods. Neither party shall be liable for any loss caused to the other party by such a suspension or termination.
(c) The property and risk in the goods shall pass to the Company on delivery but without any prejudice to any right of rejection. Delivery shall not be complete until the goods have been off -loaded undamaged at the specified location. The Company reserves the right to examine the goods within a reasonable period after delivery and to reject goods damaged before delivery or which do not conform to the order requirements.
(d) If the order requires delivery of the goods by instalments, the Company shall nevertheless be entitled to treat the contract as an indivisible contract.
(e) Where applicable the supplier shall ensure that, prior to delivery, the Company receives by post an up-to-date product data sheet applicable to the goods.
The Supplier will indemnify the Company against any loss, damage liability or expense incurred by the Company as a result of work carried out by the Supplier under the order.
Neither Party shall have any liability under or be deemed to be in breach of the order for any delays or failures in performance of the order which result from circumstances beyond the reasonable control of the Party affected. Each Party shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than two months, either Party may terminate the Agreement by written notice to the other Party.
(a) The Company may terminate the order at any time by notice in writing to the Supplier if
- the Supplier is in material breach of any obligation under the order which is not capable of remedy;
- repeatedly breaches any of the terms and conditions of the order in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms and conditions of the order;
- undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988;
- becomes insolvent, or if an order is made or a resolution is passed for the winding up of the Supplier
(b) The Supplier may terminate the Agreement by written notice to the Company if the Company has not paid any undisputed amounts within 90 days of them falling due.
Unless otherwise agreed in writing, payment for the goods will be made 30 days from the date on which the goods are delivered and a correct invoice received. The company reserves the right to set off against the price any amounts owed by the supplier to the Company, whether or not under the order.
(a) The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the order and such efforts shall involve the escalation of the dispute to an appropriately senior representative of each Party.
(b) If the Parties fail to enter into a written agreement resolving the dispute within two month of the dispute, either Party may exercise any remedy it has under applicable law.