A-Tech Data Solutions Limited
General Contract Supply Terms and Conditions
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Company: A-Tech Data Solutions Limited
Contract: The order and seller’s acceptance of the order
Goods: Any goods agreed in the contract to be bought by the company from the seller (including any part or parts of them).
Order: The company’s written instruction to supply the goods or services incorporating these conditions.
Seller: The person, firm or company who accepts the company’s order.
Services: Any services agreed in the contract to be provided by the Seller, together with any other services which the seller provides or agrees to provide to the company
2.The quality of services
2.1 Where the seller is providing Services the Seller warrants to the company that:
- The Seller will perform the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards in the industry for similar services.
- The Services will conform with all descriptions and specifications provided to the company by the seller.
- The Services will be provided in accordance with all applicable legislation from time to time in force and the Seller will inform the Company as soon as it becomes aware of changes in that legislation.
2.2 The Company’s rights under the contract are in addition to the statutory terms implied in favor of the Company by the supply of Goods and Services Act 1982 and any other statute.
2.3 The provisions of this condition 4 shall survive any performance, acceptance or payment pursuant to the Contract and shall extend to any substituted or remedial services provided by the Seller.
3.1 The price of the goods shall be as stated in the Contract and no increase will be accepted by the Purchaser unless agreed by the Purchaser in writing before the execution of the Contract.
3.2 No variation in the price nor extra charges shall be accepted by the company.
3.3 Unless otherwise agreed in writing by the Purchaser, the Supplier shall render a separate invoice in respect of each consignment delivered under the contract. Payment shall be due 30 days after receipt of the Goods or the correct invoice therefore, whichever is the later.
The company shall pay the sum of the Goods and Services (together with any adjustments) within 45 days of the date of receipt of invoice by the company or performance of the Services by the Seller in accordance with the order.
4.1 No payment will be made or can result in delays if invoices received do not state our SC order number reference.
4.2 Without prejudice to any other right of remedy, the Company reserves the right to set off any amount owing at any time from the Seller to the Company against any amount payable by the Company to the Seller under the contract.
5.Delivery of Goods
5.1 The Goods shall be delivered, carriage paid, to the Company’s place of business or to such other place of delivery as is agreed by the Company in writing prior to delivery of the Goods.
5.2 Where any access to the premises is necessary in connection with delivery or installation the Supplier and his sub-contractors shall at all times comply with the reasonable requirements of the Purchaser’s Head of Security, including vehicle and personnel searches.
5.3 The date of delivery shall be specified in the Order, or if no such date is specified then delivery shall take place within 28 days of the Order.
5.4 The Seller shall invoice the Company upon, but separately from, dispatch of the Goods to the Company.
5.5 The Seller shall ensure that each delivery is accompanied by a delivery note which shows, inter alia, the Order number, date of Order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
5.6 The time of delivery shall be of the essence and failure to deliver within the time promised or specified shall enable the Purchaser (at the Purchaser’s option) to release themselves from any obligation to accept and pay for the Goods and/or to cancel all or part of the Contract therefor, in either case without prejudice to the Purchaser’s other rights and remedies..
5.7 Unless otherwise stipulated by the Company in the Order, deliveries shall only be accepted by the company in normal business hours of 8am – 5pm.
5.8 If the Goods are not delivered on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to:
- Cancel the Contract in whole or in part
- Refuse to accept any subsequent delivery of the Goods which the Seller attempts to make.
- Claim damages for any additional costs, loss or expenses incurred by the Company which are in any way attributable to the Seller’s failure to deliver the Goods on the due date.
6.Property and Risk
The Goods shall remain at the risk of the Seller until delivery to the Company is complete (including off-loading and stacking) when ownership.
7. Damage in Transit
On dispatch of any consignment of the Goods the Supplier shall send to the Purchaser at the address for delivery of the Goods and advise note specifying the means of transport, the place and date of dispatch, the number of packages and their weight and volume. The Supplier shall free of charge and as quickly as possible either repair or replace (as the Purchaser shall elect) such of the Goods as may either be damaged in transit or having been placed in transit fail to be delivered to the Purchaser provided that:
(a) In the case of damage to such Goods in transit the Purchaser shall within thirty days of delivery give notice to the supplier that the Goods have been damaged.
(b) In case of non-delivery the Purchaser shall (provided that the Purchaser has been advised of the dispatch of the Goods) within ten days of the notified date of delivery give notice to the supplier that the Goods have not been delivered.
8. Inspection, Rejection and Guarantee
8.1 The Supplier shall permit the Purchaser or its authorised representative to make any inspection or test he may reasonably require and the Supplier shall afford all reasonable facilities and assistance free of charge at it’s premises. No failure to make complaint at the time of such inspection or test and no approval given during or after such test or inspection shall constitute a waiver by the Purchaser of any rights or remedies in respect of the Goods.
8.2 The Purchaser may by written notice to the Supplier reject any of the Goods which fail to meet requirements specified herein. Such notice shall be given within a reasonable time after delivery to the Purchaser of the Goods concerned. If the Purchaser shall reject any of the Goods pursuant to this condition the Purchaser shall be entitled (without prejudice) to his other rights and remedies either:
(a) To have the Goods concerned as quickly as possible either repaired by the supplier or (as the Purchaser) shall elect replaced by the Supplier with Goods which comply in all respect with the requirements specified herein: or
(b) To obtain a refund from the Supplier in all respect of the Goods concerned.
8.3 The guarantee period applicable to the Goods and materials supplied for a period of 12 months from the date which the goods and materials are set to work and shall replace, without any cost to ADS, any of the goods or materials which shall prove to be defective under normal operation conditions during this period. Any costs incurred arising out of or in connection with dismantling or replacing the Goods or materials which are defective shall be ADS from the Supplier on a full indemnity basis.
9.Labelling and Packing
9.1 The Goods shall be packed and marked in a proper manner and in accordance with the Purchaser’s instruction and any statutory requirements and any requirements of the carriers. In particular the Goods shall be marked with the Order Number the net, gross and tare weight, the name of the contents shall be clearly marked on each container and all containers of hazardous goods (and all documents relating thereto) shall bear prominent and adequate warnings. The Supplier shall indemnify the Purchaser against all actions, suits, claims, demands losses, charges, cost and expenses which the Purchaser may suffer or incur as a result of or in connection with any breach of this condition.
9.2 All packaging materials will be considered non-returnable and will be destroyed unless the Supplier’s advice note states that such materials will be charged unless returned. The Purchaser accepts no liability in respect of the non-arrival at the Supplier’s premises of empty packages returned by the Purchaser unless the Supplier shall within ten days of receiving notice from the Purchaser that the packages have been dispatched notify the Purchaser of such non-arrival.
9.3 The Supplier represents and warrants that the maximum use has been made of recycled materials in the manufacture of crates, pallets, boxes, cartons, cushioning and other forms of packaging, where these fulfil other packing specifications.
10. Patents and Information
10.1 It shall be a condition of this Order that, except to the extent that the Goods are made up in accordance with design furnished by the purchaser, none of the Goods will infringe any patent, trade mark, registered design, copyright or other right in the nature of industrial property or any third party and the Supplier shall indemnify the Purchaser against all actions, suits, claims, demands, losses, charges, costs and expenses which the Purchaser may suffer or incur as a result of or in connection with any breach of the condition.
10.2 All rights (including ownership and copyright) in any specification, instruction, plans, drawings, patterns, models, design or other materials furnished to or made available to the supplier by the Purchaser pursuant to this Order shall remain vested solely in A-Tech and the Supplier shall not (except to the extent necessary for the implementation of this Order) without prior written consent of the Purchaser use or disclose any such specification, instruction, plans, drawings, patterns, models, design or any information (whether or not relevant to this Order) which the supplier may obtain pursuant to this Order and in particular (but without prejudice to the generality of the forgoing) the Supplier shall not refer to the Purchaser or the Order in any advertisement without the Purchaser’s prior written agreement.
11.1 The Seller shall keep the Company indemnified in full indirect or consequential liabilities, loss damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with.
- Defective workmanship, quality or materials
- An infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or supply of the Goods or Services.
- Any claim made against the Company in respect of any liability, loss, damage, injury, cost or expense sustained by the Company’s employees or agents or by any agents or by the customer or third party to the extent that such liability, loss, damage, injury, cost or expense in relation to the Goods or Services as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance or the terms of the Contract by the Seller.
12.Recovery of Sums Due
Whenever under this Order any sum of money is recoverable from or payable by the Supplier, that sum may be deducted from any sum then due, or which at any later time may become due, to the Supplier under this Order or under any other agreement or contract with the Purchaser or with any department, agency or representatives of the Council.
13. Assignment and Sub-contracting
13.1 The Supplier shall not without the written consent of the Purchaser assign the benefit or burden of this Order or any part thereof.
13.2. No sub-contracting by the Supplier shall in any way relieve the Supplier of any of his responsibilities under the Contract.
13.3 Where the Supplier enters into a sub-contract for the purpose of performing the Contract, the Supplier shall cause a term to be included in such subcontract.
Any notice given under or pursuant to the Order may be sent by hand, post or by registered post or by the recorded delivery service or transmitted by telex, tele message, facsimile transmission or other means of telecommunication resulting in the receipt of a written communication in permanent form and if so sent or transmitted to the address of the party shown on the face hereof, or to such other address as the party may by notice to the other have substituted thereof, shall be deemed effectively given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.
The headings to Conditions shall not affect their interpretation.
These Conditions shall be governed by and construed in accordance with English law and the Supplier hereby irrevocably submits to the jurisdiction of the English courts.
The submission to such jurisdiction shall not (and not be construed so as to) limit the right of the Purchaser to take proceeding against the Supplier in any other court of competent jurisdiction, nor shall the taking of proceeding in any way one or more jurisdiction prelude the taking of proceeding in any other jurisdiction whether concurrently or not.
17.1 The parties must attempt in good faith to resolve any dispute between them arising out of or in connection with the Contract.
18.Late Payment of Invoices
Suppliers to ADS are requested to satisfy themselves that no product will be supplied or used in the Supply of Goods to the Purchaser which will endanger the health of the consumers or others, will cause significant damage to the environment during manufacture, use, or disposal, which consumes a disproportionate amount of energy during manufacture, use, or disposal, which causes unnecessary waste because of over-packaging or because of an unusually short shelf life, or which contains materials derived from threatened species or threatened environments.
Suppliers to ADS are requested to address complaints regarding late payment of invoices to, in the first instance, the addressee of the invoice. This procedure is suggested as the best practical way of ensuring problems of late payment are resolved, and is not intended to interfere with Suppliers’ legal rights.
THIS NOTICE DOES NOT FORM PART OF THE CONDITIONS OF CONTRACT