GENERAL CONDITIONS OF PURCHASE
DEFINITION AND FORM OF CONTRACT
The buyer shall be the person, firm or company so named in the purchase order. The seller shall be the person, firm or company to whom the purchase order is issued. “Goods” include all goods covered by the purchase order whether raw or processed materials or fabricated products.
The purchase order shall only be valid if executed on this form, unless any contrary provision is confirmed in writing by the buyer. The contract between the buyer and the seller shall consist only of the purchase order, these conditions, and any other documents specified in the purchase order. In the event of inconsistency between them the documents shall have precedence in the above listed order.
The principal contract between the buyer and the employer, person, firm or authority for the performance of which the buyer orders the goods or services specified in the purchase order or other document specified therein is available for inspection by the seller on appointment at the buyer’s head office. The conditions and specifications of the principal contract shall insofar as consistent with the purchase order and these conditions be deemed incorporated in these conditions, so that the respective rights and duties of the buyer and employer shall become the respective rights and duties of the seller and the buyer so far as goods or services comprised or referred to in the order are concerned, and that where the decision or certificate of the architect or engineer under the principal contract is made final and binding it shall also be final and binding insofar as it relates to goods or services supplied under the purchase order. Where under the terms of the principal contract the rights of the employer or buyer are subject to a decision or opinion or certificate of the architect, engineer or third party, there shall be substituted for the purposes of the goods or services supplied by the seller the decision or opinion or certificate of the buyer.
The seller’s quotation shall be deemed a firm price unless it expressly provides to the contrary. No claims for extras or price variations shall be entertained unless the buyer agrees in writing. No conditions submitted or referred to by the seller when tendering shall form part of the contract unless agreed to in writing by the buyer. Verbal variations of the contract of specifications therein will not be recognised. The buyer shall be entitled during the execution of the contract by notice in writing to direct the seller to add or omit from or vary the goods or services ordered, but no such direction shall be binding until both it and any amendment in the price are agreed in writing by both parties.
The contract shall not be assigned by the seller nor sub-let as a whole. The seller shall not sub-let any part of the work without the buyer’s written consent, which shall not be unreasonably withheld. This restriction shall not however apply to sub-contracts for materials, minor details, of for any goods of which the makers are named in the contract.
FITNESS OF GOODS AND SERVICES AND TIME OF PERFORMANCE
In the absence of specification all goods and services supplied by the seller or any sub-contractor shall be of the best quality. Where British Standard Specifications are referred to they should be interpreted as the minimum standard. Time is of the essence of the contract as regards dates of delivery of goods and completion of the work. Breach of these or any other express or implied conditions of the contract shall entitle the buyer to repudiate the contract whether or not he has accepted the goods or services and/or claim to damages. The buyer shall have the right to inspect and supervise the seller’s work in progress.
The seller shall ensure that all goods, plant and equipment delivered, used or installed by him or any subcontractor for the purposes of this contract comply with the requirements of the law as to fitness and safety and do not infringe any patent or other such proprietary rights.
The seller shall indemnify the buyer against all claims or liabilities whatsoever directly or indirectly attributable to the execution of this contract. The seller shall be insured against employer’s liability and third party risks and such insurance shall be extended to indemnify the buyer.
Applications for interim and final payments must be made on a non-tax invoice.
Goods shall remain the seller’s property and at his risk until payment by the buyer or until delivered to and accepted by the buyer, whichever is the earlier.
The buyer reserves the right to cancel the whole or any part of this order if during the progress of the work events occur to prevent the performance of the contract. Liability in the event shall be only for the amounts due for goods or services accepted at the date of cancellation. If the seller commits an act of bankruptcy or enters into liquidation or makes any arrangement or composition with his creditors the buyer may terminate the contract and shall be liable to pay only for the expense incurred as a result of such termination.
Any dispute arising out of or in connection with this contract shall be governed by English Law and shall be submitted to arbitration by a person agreed by both parties or nominated by the National Federation of Building Trades Employers or in accordance with and subject to the provisions of the Arbitration Act 1950 or as amended.
ADDITIONAL CONDITIONS APPLICABLE TO SUB-CONTRACTORS
(a) This order is placed subject to and on the clear understanding that you will sign a sub-contract with us for the execution of the work in accordance with the form of sub-contract appropriate to such work, an example of which can be seen at our office by appointment.
(b) That you commence, continue and complete the whole of the work to the satisfaction of ourselves, the employer, the architect, engineer, consultant and/or other appointed representative under the principal contract and in compliance with progress requirements. You will be required to attend site meetings as and when required
(c) That during the currency of your work on site you ensure compliance with all the safety regulations of the building industry and that you assist in keeping the site clean by removing rubbish and surplus matter to a central point to be indicated.
(d) Payments will be made in accordance with the timing provided for in the principal contract and in such manner as the subcontract shall determine.
(e) It shall be a formal condition of the order/sub-contract that where the supplier/sub-contractor is nominated by the architect in accordance with the provisions of the principal contract and where the quantity surveyor requires proof of previously certified payments that the supplier/sub-contractor so nominated, shall, when in receipt of any payment for goods supplied/work done, so inform the quality surveyor. Failure to do so may place in jeopardy further certified payments.