Terms & Conditions: Goods
Definitions:
Contract: contract between the Customer and the Supplier for the sale and purchase of the goods (Goods) in accordance with these terms and conditions.
Customer: Cornwall Air Ambulance Trust a Private Company Limited by Guarantee
registered in England and Wales with Company Number 07085879 and registered charity in England and Wales with Charity Number 1133295.
Order: the order by the Customer for the Goods, as set out in the purchase order form of the Customer.
Specification: Any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
Supplier: person or firm from whom the Customer purchases the Goods.
1. Contract
1.1 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.
1.3 The Order shall be deemed to be accepted on the earlier of:
1.3.1 the Supplier issuing a written acceptance of the Order; and
1.3.2 the Supplier doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence.
2. Goods
2.1 The Supplier shall ensure that the Goods shall:
2.1.1 correspond with their description and any applicable Specification;
2.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the skill and judgement of the Supplier;
2.1.3 where applicable, be free from defects in design, material and workmanship and remain so for 12 months after delivery; and
2.1.4 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
2.1.5 The Customer shall have the right to inspect and test the Goods at any time before delivery.
2.1.6 If, following such inspection or testing the Customer considers that the Goods do not conform the Supplier, once notified, shall at the option of the Customer either immediately take such remedial action as is necessary to ensure compliance or collect the Goods and provide the Customer with a full refund.
2.1.7 Any such inspection or testing or return of Goods to the Supplier shall not reduce or otherwise affect the obligations of the Supplier under the Contract.
3. Indemnity and Insurance
3.1 The Supplier shall indemnify the Customer against all claims and expenses suffered by the Customer resulting from any breach of the Supplier’s obligations within the Contract.
3.2 The Seller shall insure the Goods against all risks that a prudent Supplier should consider reasonable and carry product liability insurance to a reasonable level against the risk associated with the supply of defective Goods.
4. Intellectual Property Rights
4.1 The Supplier shall indemnify the Customer against all claims, costs and expenses which the Customer may suffer in connection with any claim that the use of the Goods by the Customer or any of its customers infringes any third party’s intellectual property right.
4.2 All specifications provided by the Customer and all intellectual property rights in the Goods made in accordance with such specification may only be used by the Supplier as necessary to perform the Contract. The Supplier hereby assigns (or shall procure the assignment) to the Customer absolutely with full title guarantee all
right, title and interest in any such intellectual property rights and sign all documents necessary in the Customer’s opinion to vest all such intellectual property rights in the Customer.
5. Delivery
5.1 The Supplier shall ensure that the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition
5.2 The Supplier shall deliver the Goods:
5.2.1 on the date and address specified in the Order, or, if no such date is specified, within 28 days of the date of the Order;
5.2.2 during the normal business hours of the Customer, or as instructed by the Customer.
5.3 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.
5.4 The Supplier shall not deliver the Goods in instalments without the prior written consent of the Customer.
5.5 Title in the Goods shall pass to the Customer on completion of delivery. Risk in the Goods will pass to the Customer on delivery and when the Customer has accepted the Goods as conforming in every aspect with the contract.
5.6 The Supplier shall deliver the Goods free and clear of any encumbrance or other third party rights or lien.
6. Price and Payment
6.1 The price of the Goods shall be the price set out in the Order
6.2 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
6.3 The Customer shall pay correctly rendered invoices within 30 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.
6.4 The Customer may, without limiting any other rights or remedies it may have, set-off any amount owed to it by the Supplier against any amounts payable by it to the Supplier under the Contract.
7. Confidentiality
7.1 A party (receiving party) shall keep in strict confidence all technical or commercial knowhow, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s
confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
7.2 This clause 7 shall survive termination of the Contract.
8. Termination
8.1 The Contract may be terminated forthwith at any time by the Customer on written notice to the Supplier if:
8.1.1 the Supplier commits a material breach, or series of breaches resulting in a material breach, of the Contract and such breach is not remediable or if capable of remedy is not remedied within 15 days of written notice to do so;
8.1.2 the Supplier fails to deliver the Goods in accordance with Clause 5.2.1;
8.1.3 the Supplier becomes bankrupt;
8.1.4 the Supplier suspends or threatens to suspend payment of its debts, or is unable to pay its debts as they fall due;
8.1.5 the Supplier (a) negotiates with its creditors for rescheduling of its debts, (b) makes a proposal to or compounds with its creditors in respect of its debts or (c) makes an application to court for protection from its creditors generally;
8.1.6 the Supplier passes a resolution for winding-up or for the appointment of an administrator, or a step is taken to appoint a liquidator or administrator in relation to the Supplier, or a step is taken to obtain a windingup order in relation to the Supplier;
8.1.7 a step is taken to appoint a receiver or administrative receiver in relation to the Supplier or any of its assets;
8.1.8 any creditor of the Supplier attaches, takes possession of, or any distress, execution or similar process is levied or enforced against, all or any part of the Supplier’s assets, and such attachment or process is not discharged within 14 days;
8.1.9 the Supplier takes or suffers any action similar to any of the above in any jurisdiction;
8.1.10 there is a material change in the management, ownership or control of the Supplier;
8.1.11 the Supplier suspends trading, ceases to carry on business, or threatens to do either; or
8.1.12 the Supplier (being an individual) dies or ceases to be capable of managing his own affairs.
8.2 On termination of the Contract for any reason:
8.2.1 the Supplier will forthwith return any materials of the Customer then in its possession or control; if it fails to do so, the Customer may enter onto any premises owned by or under the control of the Supplier and take possession of them;
8.2.2 the accrued rights and liabilities of the parties will not be affected; and
8.2.3 any clause which expressly or by implication is to survive termination will do so.
9. Force Majeure
Neither party shall be liable to the other for any delay or failure in performing its obligations under the Contract to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable, provided that the Supplier shall use all reasonable endeavours to cure any such events or circumstances and resume performance under the Contract. If any events or circumstances prevent the Supplier from carrying out its obligations under the Contract for a continuous period of more than 31 Business Days, the Customer may terminate this Contract immediately by giving written notice to the Supplier.
10. Severance
If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
11. Third Party Rights
A person who is not a party to the Contract shall not have any rights under or in connection with it.
12. Variation
Except as set out in these Conditions, any variation to the Contract, including the
introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Customer.
13. Governing law and jurisdiction.
The Contract, and any dispute or claim arising out of or in connection with it shall be governed and construed by the law of England, with exclusive jurisdiction of the courts of England and Wales.