1.1 In the Conditions
‘COMPANY’ means PORTER PRECISION PUNCH LIMITED (registered in England under number 8869614).
‘CONDITIONS’ means the standard conditions of purchase set out in this document and (unless the context otherwise requires) includes any special conditions agreed in Writing between the Company and the
‘CONTRACT’ means the contract for the sale and purchase of the Goods and the supply and acquisition of the Services on these Conditions.
‘DELIVERY ADDRESS’ means that address stated on the Order.
‘GOODS’ means the goods (including any instalment of the goods or any part of them) described in the Order including Tooling.
‘ORDER’ means the Company’s purchase order to which these Conditions are annexed.
‘PROPERTY’ means all supplies, materials, facilities, gauges, tools, jigs, dies, fixtures, patterns, equipment, specification, drawings, samples or other materials.
‘PRICE’ means the price of the Goods and/or the charge for the Services.
‘SUPPLIER’ means the person firm or company so described in the Order.
‘SERVICES’ means the services (if any) described in the Order.
‘SPECIFICATION’ includes any plans, drawings, data, description or other information relating to the Goods or Services.
‘TOOLING’ means all tools, jigs, dies, fixtures, moulds, gauges, patterns, plans and equipment.
‘WRITING’ includes telex, facsimile transmission and comparable means of communication.
2 Basis of purchase
2.1 The Order constitutes an offer by the Company to purchase the Goods and/or acquire the Services subject to these conditions. Unless otherwise specifically agreed in Writing, any offer and/or acceptance of an Order by the Supplier shall
be deemed to constitute an acceptance of and agreement to comply with these Conditions.
2.2 These Conditions shall apply to the Contract to the exclusion of any other terms and conditions on which any quotation has been given to the Company or subject to which the Order is accepted or purported to be accepted by the
2.3 The Order will elapse unless unconditionally accepted by the Supplier in writing within 7 days of its date. Information requested by the Supplier in connection with this order will be supplied by the Company as soon as practicable.
2.4 No variation to the Order or these Conditions shall be binding unless agreed in Writing by the authorised representative of the Company.
2.4.1 In the event of the Supplier making changes in the design or composition of the Goods without the written agreement of the authorised representative, the Supplier must immediately disclose full details to the Company who shall be free
without payment of any kind to use any ideas whether patented or not comprised in such changes in relation to the Goods supplied both during and any time after the expiry of this Order.
2.4.2 The Company may, at any time, by written notice, make changes in the specifications applicable to the Goods or Services covered by the relevant purchase order or the method of shipment and packing, and/or the place of delivery.
3 Specifications and Equipment
3.1 The quantity, quality and description of the Goods and the Services shall, subject as provided in these Conditions, be as specified in the Order and/or in any applicable Specification supplied by the Company to the Supplier or agreed in
Writing by the Company.
3.2 Any Specification supplied by the Company to the Supplier, or specifically produced by the Supplier for the Company, in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in
the Specification, shall be the exclusive property of the Company. The Supplier shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Supplier,
or as required for the purpose of the Contract. Goods made to the Company Specification shall not be manufactured for or supplied to any other party.
3.3 The Supplier shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, labelling, packing and delivery of the Goods and the performance of the Services, including (where
appropriate) the provision of instructions sufficiently detailed to enable the Company and/or any end user to appreciate and understand any possible risks to health and safety presented by the Goods.
3.4 The Supplier shall not unreasonably refuse any request by the Company to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier or any third party prior to despatch, and the Supplier
shall provide the Company with all facilities reasonably required for inspection and testing free of charge. Any inspection or testing by the Company shall not relieve the Supplier of his obligations under the Contract.
3.5 If as a result of inspection or testing the Company is not satisfied that the Goods will comply in all respects with the Contract and the Company so informs the supplier within 7 days of inspection or testing, the Supplier shall take such
steps as are necessary to ensure compliance.
3.6 The Goods shall be marked in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in
the ordinary course.
3.7 For raw materials and components ordered for the manufacture of saleable products:
3.7.1 all deliveries be accompanied by material test certificates for the relative production batch, and
3.7.2 evidence that statistical process control has been used in the manufacture of each production batch, must be available at the request of the Company.
3.8 All property paid for or provided by the Company shall be and remain the Company’s property and must be returned to the Company in good condition upon request and shall not be copied or used for any purpose other than
completion of the Order. The Supplier shall correctly maintain and store such property and shall not mix it with the property of the Supplier or with that of a third person and shall not remove it from the Supplier’s premises without the
Company’s approval. The Supplier shall be liable for any loss or damage to the property whilst in the possession or under the control of the Supplier.
3.9 The Company (or its representatives or agents) shall have the right to enter the Supplier’s premises at any reasonable time to inspect such property and the supplier’s records with respect thereto or to take possession of and remove
4 Price of the Goods and Services
4.1 The Price of the Goods and the Services shall be as stated in the Order and, unless otherwise so stated, shall be
4.1.1 exclusive of any applicable value added tax (which shall be payable by the Company subject to receipt of a VAT invoice).
4.1.2 inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties, imposts or levies other than value added tax.
4.2 No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Company in Writing. If a decrease in the Price
occurs the Company shall be entitled to a rebate in respect of such decrease.
4.3 The Company shall be entitled to any discount for prompt payment, bulk purchase, volume of purchase customarily granted by the Supplier whether or not on its own terms and conditions of sale.
5 Terms of payment
5.1 The Supplier shall send an invoice to the Company by first class post on the date of despatch of the Goods from the Supplier’s premises or performance of the services, as the case may be, and each invoice shall quote the number of
5.2 Unless otherwise stated in the Order, and provided that a proper invoice is received by the Company before the tenth day of the month, the Company shall pay the price of the Goods and the Services within 60 days after the end of the
month of receipt by the Company of a proper invoice or, if later, after acceptance of the Goods or Services in question by the Company. Any invoice received after the tenth day of the month shall be treated as having been received before
the tenth day of the following month and payment shall be made by the Company accordingly. Time of payment shall not be of essence of the Contract.
5.3 The Company shall be entitled to set off against the Price any sums owed to the Company by the Supplier.
5.4 Where Tooling is the subject of the Order, invoices of payment shall be submitted as follows: –
5.4.1 20% when the Order is made.
5.4.2 30% when 70% of the Tooling is completed to the Company’s satisfaction.
5.4.3 40% when all items (including all samples and die buy-off that is completed on the Supplier’s premises) listed in the Order are completed to the company’s satisfaction.
5.4.4 10% on the satisfactory completion of the die buy-off that is completed on the Company’s premises.
6.1 The Company shall be entitled, at the expense of the Supplier to reject all or any part or retail and correct any Goods delivered by the Supplier (or its representatives or agents) which are not in accordance with the Contract
notwithstanding that such defect may be minor and shall not be deemed to have accepted any Goods until the Company has had a reasonable time to inspect them following delivery or, if later within a reasonable time after any latent
defect in the Goods has become apparent. For the avoidance of doubt, the Company shall not be deemed to have accepted the Goods merely by virtue of its having sold the Goods onto a third party upon or after delivery.
6.2 Where the date of delivery of the Goods or of performance of the Services is to be specified after the placing of the Order, the Supplier shall give the Company reasonable notice of the specified date.
6.3 The time of delivery of the Goods and of performance of the Services is of the essence of the Contract.
6.4 An advice note quoting the number of the Order and describing the contents of the consignment must accompany each delivery or consignment of the Goods and must be displayed prominently.
6.5 If the Goods are to be delivered or the Services are to be performed by instalments, the Contract will be treated as a single contract and not several.
6.5.1 The Company shall be entitled, at the expense of the Supplier, to reject or retain and correct any Goods delivered to the Supplier (or its representatives or agents) which are not in accordance with the Contract, and shall not be
deemed to have accepted any Goods until the Company has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.
6.5.2 Rejected Goods will be held or returned to the Supplier at the Supplier’s expense and risk, and the Supplier shall pay all the Company’s costs for packing, handling and sorting rejected Goods. The Supplier shall forthwith deliver
replacement Goods in conformity with the original specification and delivery instructions and the Company shall be entitled to stipulate that an express delivery service is utilised, entirely at the Supplier’s cost.
6.5.3 Payment by the Company for any Goods supplied or services performed shall not constitute acceptance by the Company of such Goods or Services nor that such Goods or Services conform to Contract requirements.
6.6 The Supplier shall supply the Company in good time with any instructions or other information required to enable the Company of accept delivery of the Goods and performance of the Services.
6.7 Packaging will be returned at the Supplier’s expense upon request, but the Company accepts no responsibility for loss or damage to any packaging.
6.7.1 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other remedy, the Company shall be entitled to terminate this Contract.
6.7.2 Upon late delivery or partial performance by the Supplier the Company may by notice in writing to the Supplier, either approve a revised delivery schedule and/or service performance or terminate this Contract with the right to reject
the Goods and/or Services in whole or in part in addition to other remedies available to it. Any such revision or termination shall take effect from the date of such notice.
6.7.3 The Company without notice to the Supplier reserves the right to accept in whole or in part, any Goods or Services delivered or performed in excess of those specified subject to the payment terms of this Order and may at its
discretion return any such Goods to the Supplier at the Supplier’s risk and expense.
6.7.4 If the Company accepts partial or late delivery in lieu of a single delivery, the Supplier agrees to pay, and to indemnify the Company against all additional expenses and losses (including those arising out of fluctuations in rates of
exchange) reasonably incurred as a result of the failure to accomplish a delivery at the specific time.
6.7.5 The Company reserves the right either to place an emergency order in addition to orders placed from time to time in accordance with paragraph 6 hereof or to require the Supplier to delivery Goods or perform Services in advance of the
time specified. The Supplier shall use its best endeavours to comply with such orders provided that the Company shall not be required to pay a price in excess of that specified in the order.
7 Risk and Property
7.1 Risk of damage to or loss of the Goods shall pass to the Company upon delivery to the Company in accordance with the Contract.
7.2 The property in the Goods shall pass to the Company upon delivery, unless payment for the Goods is made prior to delivery when it shall pass to the Company once payment has been made and the Goods have been appropriated to the
Contract, and in the case of Tooling the property shall pass to the Company once payment has been made in accordance with clause 5.4.2 herein.
8 Product Safety
8.1 The Supplier undertakes to comply with the General Product Safety Regulations 1994 to the extent that they are applicable to the Goods.
8.2 The Supplier further undertakes to provide the Company with full information regarding the Goods and specifically, but without limitation, regarding any dangerous properties they may have.
8.3 The Supplier warrants that the Goods are safe and undertakes to indemnify the Company in respect of any claims which might arise as a result of the Goods being unsafe.
9 Warranties and Liability
9.1 The Supplier warrants to the Company that it is fully experienced, qualified, equipped, organised and financed to perform its obligations under the Contract, and warrants to the Company that the Goods
9.1.1 will be new and unused
9.1.2 will be of satisfactory quality and fit for all purposes for which articles such as the Goods are commonly supplied.
9.1.3 will be free from defects in design, material and workmanship.
9.1.4 will correspond with any relevant Specification or sample. and
9.1.5 will comply with all statutory requirements, regulations and bye-laws relating to the manufacture and sale of the Goods (including the appropriate British Standard or equivalent specification unless otherwise agreed).
9.1.6 will comply with the general requirement of safety in terms of the risk presented to the health and safety of persons.
9.2 The Supplier warrants to the Company that the Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the Company to expect
in all the circumstances.
9.3 Without prejudice to any other remedy, if any Goods or Services are not supplied or performed in accordance with the Contract, then the Company shall be entitled:
9.3.1 to require the Supplier to repair the Goods or (at the Company’s sole option) to supply replacement Goods or Services forthwith in accordance with the Contract. For the avoidance of doubt the Company shall not by
virtue of having required the Supplier to repair or replace the Goods be deemed to have accepted the Goods or Services;
9.3.2 at the Company’s sole option, and whether or not the Company has previously required the Supplier to repair the Goods or to supply any replacement Goods or Services, to treat the Contract as discharged by the Supplier’s breach
and require the repayment of any part of the Price which has been paid.
9.4 The Supplier shall indemnify the Company in full against all liabilities, loss (whether direct or indirect, and including loss or profits), damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the
Company as a result of or in connection with:
9.4.1 breach of any warranty given by the Supplier in relation to the Goods or the Services.
9.4.2 any claim that the Goods infringe, or their importation, use or resale, infringes the patent, copyright, design right, trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from
compliance with any Specification supplied by the Company.
9.4.3 any liability under the Consumer Protection Act 1987 in respect of the Goods.
9.4.4 any act or omission of the Supplier or its employees, agents or sub-contractors in supplying, delivering and installing the Goods and in performing the Services, including any injury, loss or damage to persons caused or contributed to
by the negligence of the Supplier, its employees, agents or sub-contractors or by faulty design, workmanship or materials (except to the extent that the injury, loss or damage is caused by the negligent act or omission of the Company); and
9.4.5 any liability under the General Product Safety Regulations 1994 in respect of the Goods.
9.5 Neither the Supplier nor the Company shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Goods or the
Services, if the delay or failure was beyond that party’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party’s reasonable control –
9.5.1 Act of God, explosion, flood, tempest, fire or accident;
9.5.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
9.5.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; and
9.5.4 import or export regulations or embargoes.
9.6 The Supplier shall promptly notify the Company of any inability to perform any obligation required under the Contract as a result of any of the foregoing.
9.7 The Supplier shall maintain insurance cover against all its liabilities under the Contract and shall produce the policy and latest premium receipt to the Company on demand.
10.1 The Company shall be entitled to cancel the Order in respect of all or part only of the Goods and/or the Services by giving notice (with effect from the date of receipt of such notice) to the Supplier at any time. The Company shall have
such right of termination notwithstanding the existence with respect to the Supplier of any of the causes or events specified in paragraph 9.5 of this Order without incurring any further or other liability to the Supplier other than to pay for Goods
and/or Services already delivered or performed at the time of such notice and not previously paid for and which comply in all respects with the Order.
10.2 The Company shall be entitled to terminate the Contract without liability to the Supplier and reserving all rights of the Company by giving notice to the Supplier at any time if:
10.2.1 (without prejudice to any other Condition) the Supplier is in breach of any of its obligations under these Conditions.
10.2.2 the Supplier makes any voluntary arrangement with its creditors (within the meaning of the insolvency Act 1986) or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose
of amalgamation or reconstruction); or
10.2.3 an encumbrancer takes possession, or a receiver is appointed, or any of the property or assets of the Supplier; or
10.2.4 the Supplier ceases, or threatens to cease, to carry on business, or substantially changes the nature of its business; or
10.2.5 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly.
11.1 In this clause 12 the following conditions apply:
a) the Public Bodies Corrupt Practises Act 1889;
b) the Prevention of Corruption Acts 1889 – 1916 as amended by the Anti-Terrorism Crime and Security Act 2001;
c) the US Foreign Corrupt Practises Act 1977, as amended;
d) the Bribery Act 2010 from its commencement;
e) the United Nations Convention Against Corruption;
f) OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; and
g)All other legislation, and all rules or regulations of any kind, including orders, instructions or directions of any competent authority, and all related official guidance in each case relating to anti-bribery or anti-corruption in any jurisdiction(s) in
which the Supplier operates;
11.2 The Supplier shall not, and undertakes to procure that its employees, officers, agents, subcontractors, or anyone acting on their behalf shall not:-
11.2.1 directly or indirectly give, offer to give, agree to give or authorise the payment of, any gift or consideration of any kind as an inducement or reward to:-
a) any person;
b) any Government Representative;
c) any person for or on behalf of any Government Representative; or
d) any other person of improperly obtaining, retaining or directing business or to secure or obtain any improper business advantage.
For the purpose of improperly obtaining, retaining or directing business or to secure or obtain any improper business advantage; or
11.2.2 directly or indirectly accept any gift or consideration of any kind as in inducement or reward for the purpose of improperly obtaining, retaining or directing business or to secure or obtain any improper business advantage.
11.3 The supplier represents, warrants and undertakes that it, or any person acting on its behalf, has:-
11.3.1 not undertaken any activity to which Clause 11.1 refers to prior to this Agreement (or any related agreement) being made;
11.3.2 implemented and maintained policies, procedures and controls which are reasonably expected to ensure, and to continue to ensure, compliance with all applicable Anti-Bribery Regulations; and
11.3.3 conducted, and will continue to conduct, its business in compliance with all applicable Anti-Bribery Regulations and so as not to contravene or commit any offence under such Anti-Bribery Regulations.
12 Change of Business Circumstances
12.1 The Supplier must immediately inform the Company in writing if one of the following events occurs or is likely to occur –
12.2 the transfer of the whole or any substantial part of the undertaking or assets of the Supplier.
12.3 change of control (within the meaning of Section 840 Income and Corporation Taxes 1988) of the Supplier.
12.4 the reconstruction or amalgamation or other corporate reorganisation (including a merger) of the Supplier, where the Supplier is a body corporate, and/or
12.5 alteration of trade names, representatives, location of premises or other organisational changes.
All information of whatever nature supplied to the Supplier by the Company at any time in connection with the Contract shall be regarded as confidential, and shall not without the prior consent of the Company in Writing be published or
disclosed to any third party or used by the Supplier except for the purpose of implementing the Order, and the Supplier shall not, without such consent, advertise or announce the supply of the Goods and/or the Services to the Company. This
obligation shall remain in force notwithstanding completion, cancellation or termination of this Contract.
14.1 The Order is personal to the Supplier and the Supplier shall not assign or purport to assign or transfer to any other person any of its right to sub-contract any of its obligations under the Contract.
14.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the
relevant time have been notified pursuant to this provision to the party giving the notice.
14.3 No waiver by the Company of any breach of the Contract by the Supplier shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.4 The headings in these Conditions are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of any of the Conditions.
14.5 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be
14.6 The Contract shall be governed by the law of England, and the parties submit to the non-exclusive jurisdiction of the English Courts.