The term “Buyer” shall mean Paycare, of Paycare House, George Street, Wolverhampton, WV2 4DX. The term “Seller” shall mean the person, firm or company to whom the Purchase Order is issued.

The word “goods” includes all goods covered by the Purchase Order, including raw materials, processed materials or manufactured components and contracts.

The term “Purchase Order” shall mean Buyer’s Purchase Order which specifies that these conditions apply to it.
The “Contract” shall mean the contract between the Buyer and Seller consisting of Purchase Order, these conditions and other documents (or parts thereof) specified in the Purchase Order. Should there be any inconsistency between the documents comprising the Contract, they shall have precedence in the order herein listed.

No responsibility can be accepted for any order unless issued on the official form of Buyer, and duly signed. The order must be acknowledged by the Seller within five working days of receipt.

No variation, or amendments of, or addition to these terms and conditions shall form part of any contract unless made or specifically accepted by the Buyer in wilting.

All goods and services are subject to inspection and approval, and the Buyer reserves the right to accept or decline any goods not in accordance with the order, specification or approved samples.

In the absence of a specification sample, all goods supplied shall be within the normal limits of industrial quality.
Goods rejected will be returned at Seller’s risk and expense. Rejected goods shall, at Buyer’s option be replaced by Seller.
Buyer’s inspector or representative of Buyer’s customer, on Buyer’s authority, shall be entitled to inspect the goods, which are the subject of the order, at any reasonable time at
Seller’s works or at the works of Seller’s sub-contractors.
No inspection, checking, approval or acceptance given on behalf of Buyer shall relieve Seller or his Sub-Contractors from any obligation under the Contract.
Without prejudice to the generality of the foregoing conditions, Seller guarantees Buyer against all loss or expense whatsoever, resulting directly or indirectly, at any time, from the supply of defective materials or workmanship.

The date of delivery of goods or services shall be that specified in the Purchase Order unless agreed otherwise between Buyer and Seller and for this purpose, time shall be of the essence of the Contract. Seller shall furnish such programmes of manufacture and delivery as Buyer may reasonably require, and Seller shall give notice to Buyer as soon as practicable if such programmes are, or are likely to be, delayed.

Purchase Order number must be quoted on all Advice Notes, Invoice and Certificates. Advice Notes and the relevant certificates will accompany each delivery. The Invoice must be submitted promptly following despatch.

No extra charges will be accepted for packaging, carriages, or certificates, unless specifically agreed by the Buyer.
Packaging is to be adequate to prevent loss or damage.

In the event of loss or damage in transit the Buyer shall advise the Seller who will repair or replace the same free of any charges as soon as is reasonably possible.

The property and risk in the goods shall remain in Seller, until they are delivered at the point specified in the Purchase Order.

Unless otherwise stated in the Purchase Order, payment will be made to Terms.
Value Added Tax, where applicable, shall be shown separately on all invoices as a strictly nett extra charge.

Seller shall not alter any of the goods, except as directed in writing by Buyer; but Buyer shall have the right, from time to time during the execution of the Contract, by notice in writing to direct Seller to add or omit, or otherwise vary, the goods, and Seller shall carry out such variations and be bound by the same conditions, so far as applicable, as though the said variations were stated in the Contract.

Where Seller receives any such direction from Buyer, which would occasion an amendment to the Contract Price, Seller shall, with all possible speed, advise Buyer in writing to that effect, giving the amount of any such amendment, ascertained and determined at the same level of pricing as that contained in Seller’s tender.

If, in the opinion of Seller, any such direction is likely to prevent Seller from fulfilling any of his obligations under the Contract, he shall so notify Buyer, and Buyer shall decide with all possible speed whether or not the same shall be carried out, and shall confirm his instructions in writing, and modify the said obligations to such an extent as may be justified. Until Buyer so confirms his instructions they shall be deemed not to have been given.

Seller will indemnify Buyer against any claim for infringement of Letters Patent. Registered Design, Trade Mark or Copyright, by the use or sale of any article or material supplied by die Seller or Buyer, and against all costs and damages which the Buyer may incur in any action for such infringement of, for which Buyer may become liable in such action.

Provided always that this indemnity shall not apply to any infringement which is due to Seller having followed a design or instruction furnished or given by Buyer, or to the use of such article or material in a manner, or for a combination with any other article or material not supplied by the Seller. Provided also that this indemnity is conditional on

Buyer giving to Seller the earliest reasonably possible in writing of any claim being made, or action threatened, or brought against Buyer, and on Buyer permitting Seller at Seller’s own expense to conduct any litigation that may ensue, and all negotiations for a settlement of the claim. Buyer on his part warrants that any design or instruction furnished, or given by him shall not be such as will cause Seller to infringe any Letters Patent, Registered Design, Trade Mark or Copyright in the execution of the Purchase Order.

Neither party shall be liable for failure to perform its obligations under the Contract if such failure results from circumstances which could not have been contemplated and which is beyond the party’s reasonable control.

Any specifications, plans, drawings, patterns or designs supplied by Buyer to Seller in connection with the Contract shall remain the property of Buyer, and any information derived there from or otherwise communicated to Seller in connection with the Contract shall be regarded by the Seller as secret and confidential, and shall not, without the consent in writing of Buyer, be published or disclosed to any third party, or made use of by Seller except for the purpose of implementing the Contract.

Seller shall be responsible for any errors or omissions in any drawings, calculations, packing details or other particulars supplied by him, whether such information has been approved by Buyer or not, provided that such errors or omissions are not due to inaccurate information furnished in writing by Buyer.

The Contract shall not be assigned by Seller, nor sub-let as a whole. Seller shall not sub¬let any part of the work without Buyer’s written consent, which shall not be unreasonably withheld, but the restriction contained in this clause shall not apply to sub-contracts for materials, for minor details, or for any part of which the makers are named in the Contract. Seller shall be responsible for all work done, and goods supplied by all sub-contractors.

Except where stated otherwise in Buyer’s Purchase order. Seller shall protect any item or part that might deteriorate during transportation or storage.

Seller shall as soon as reasonably practicable repair or replace all goods which are, or become defective during the period of 12 months from putting into service, or 18 months from delivery, whichever shall be the shorter, where such defects occur under proper usage and are due to faulty design. Seller’s erroneous instructions as to use or erroneous use data, or inadequate or faulty materials or workmanship, or any other breach of Seller’s warranties, express or implied.

Repairs and replacements shall themselves be subject to the foregoing obligations for a period of 12 months from the date of delivery, reinstallation or passing of tests (if any), whichever is appropriate after repair or replacement. Seller shall further be liable in damages (if any), in respect of each Purchase Order up to the limit of the price of the goods covered by that Purchase Order.

If Seller becomes insolvent or bankrupt or (being a Company) makes an arrangement with its creditors, or has an administrative receiver or administrator appointed or commences to be wound up (other than for the purposes of amalgamation or reconstruction). Buyer may, without prejudice to any other rights, terminate the Contract forthwith by notice to Seller or any person in whom the Contract may have become vested.

All goods shall satisfy current governmental and safety constraints on restricted, toxic and hazardous materials; as well as environmental, electrical and electromagnetic considerations applicable to the country of manufacture and sale.

No condition submitted or referred to by Seller when tendering shall form part of the Contract unless otherwise agreed in writing by Buyer.

The construction, validity and performance of the Contract shall be governed by the law of England.