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BCW Engineering Limited Terms and Conditions of Purchase

1.  General

 

These terms and conditions of purchase are the standard terms and conditions of BCW Engineering Ltd and will apply to all contracts entered into by the Company (the Buyer).

If there are any special or specific terms and conditions relating to the contract between the parties, these will be expressly issued and appended to the contract and advised on the purchase order (the Order).

   

   2.   Contract formation

 

The terms of the contract are set out on the Purchase order (the Order) and the contract shall be formed once the Order has been accepted ( whether that acceptance is express or implied).

“The Goods” shall mean the Goods being supplied in accordance with the terms of the Order and shall include services.

 

“Proprietary Goods” shall mean unused Goods of a standard type not designed or modified by us or by you on our instructions or by some third party on our behalf.

 

            All the terms of the Contract between the parties are set out on the face of the Order form as well as in the standard conditions and all other written, printed or standard terms are hereby excluded unless expressly referred to and appended to the Order.

 

Any terms discussed or arising from the previous course of business between us are specifically excluded from the Order. They shall not form part of the Contract unless they have been agreed in writing and thereby accepted into the Order.

 

Any written acceptance of the Order (unless expressly stated to be a counter offer) or delivery of the Goods shall be an unconditional acceptance of the order. 

3.   Specification

The Goods shall conform in every respect to the specifications, drawings, samples or descriptions furnished or adopted by us and be merchantable and free from defect in material and workmanship. 

In the case of proprietary Goods, the Supplier shall give advance notice in writing of all changes in specification or design. To be valid, this change must be accepted and signed by our duly appointed representative.

 

4.   Delivery

 

The Goods must be delivered in the quantities and at the time stated in the order or in accordance with our delivery schedule or other instructions.

 

We reserve the right to adjust our specified rate of delivery at any time.  The forward lead times for procurement of materials and production planning will be agreed with you and set out in the delivery schedules but you will be fully responsible for ensuring that materials are ordered in time to meet the scheduled delivery dates.

 

No extension of time or other concessions granted by us shall in any way affect our rights or your obligations under the Order.

 

We reserve the right to cancel the Order if you fail to deliver the Goods by the specified dates without any liability except to pay for goods already accepted. This right of cancellation is without prejudice to any other remedy we may have.

 

All Goods must be delivered carriage paid at your risk to such destination we may direct.  We reserve the right to make alternative delivery arrangements and to claim allowance equal to any carriage charge.  We will not pay for nor return packing materials unless previously agreed.

 

Deliveries will only be accepted between 9.00am to 4.00pm Monday to Thursday and 9.00am to noon on Fridays.

 

 5.  Delivery of non conforming goods

 

The Supplier will deliver only Goods that conform in all respects to the requirements in clause 3. The Buyer is not required to inspect the Goods prior to their use. The Supplier waives any right to require the buyer to conduct an inspection.

 

Works packages relating to any Purchase order / contract which is found before / after delivery to be Non Conforming shall be immediately notified to ourselves along with relevant information to instigate investigation / recall.

 

Where under the terms of any warranty given by us for our products we repair or replace free of charge any part or component supplied by you which is proved to our satisfaction to be defective in materials workmanship or design and you have supplied the Goods in that defective condition we shall be entitled to credit or compensation for or free replacement or repair of such faulty parts from you (without prejudice to our other rights or remedies).

 

Such Goods will be returned to you on your request at your expense (and where Goods have been exported such request must be in writing and accompanied by payment in advance of the carriage charges) otherwise the parts will be held available for 28 days in our service department or in the service department of our overseas distributors for your inspection. 

 

Where in the case of a Proprietary part you give your own specific guarantee or warranty in terms not less favourable than our own warranty then we will accept such guarantee or warranty in lieu of this clause provided that such guarantee or warranty shall be deemed to remain in force until the expiry of the warranty given by us in respect of the vehicle or unit containing the part in or limit your obligations or liabilities under this contract shall be of no effect.

 

 6.  Pricing / Payment terms

 

We shall make payment 60 days from the end of the month unless otherwise agreed in writing. 

We will accept no increase in price unless it is with our prior written agreement.

 

You shall provide us with such invoices, advice notes, delivery notes and other documentation, as we shall from time to time specify.

 

 7.  Variations / Revisions

 

The Order shall be binding on the parties.

 

The Buyer may make changes to its Order for the goods at any time. These may include changes to the design; specification; engineering level; materials; packaging; date, time or place of delivery.

 

There shall be no variations or revisions by the Supplier unless they have been requested in writing by the Supplier and accepted by the Buyer’s duly authorised representative.

 

 8.  Quality Assurance

 

The Supplier will establish such quality and specification control procedures including testing and inspection and such documentation and certification as may be necessary to comply with the Order and in particular with our Supplier Quality Agreement SQA0001 where applicable.  You will give us full details of such procedures and advance notice of any proposed changes in such procedures or in any manufacturing process.

 

 9.  Inspection

 

We shall be entitled to inspect any Goods during manufacture or on delivery.  Neither such inspection, nor any failure to reject pursuant to Clause 18 below shall constitute or imply acceptance of the Goods.  BCW Engineering, their customers and relevant authorities reserve ‘Rights of Access’ to all facilities involved in the order and to all applicable documentation and records. 

 

We shall be given any access, which we may require in connection with Clauses 8 and 9 and nothing in these Clauses shall relieve you of full responsibility for complying with the terms of the Order.

 

The property in the Goods shall pass to us by our acceptance thereof after any inspection we may require unless otherwise agreed in writing.

 

10. Intellectual property rights

 

All materials, drawings, patterns, gauges, samples, specifications and other technical data prepared in connection with the Order (in this Clause referred to as “the said items”) shall be our property and we may reproduce and use the said items freely for any purpose.

 

You shall use neither this Order nor our name for advertisement or publicity purposes without prior written consent.

 

You hereby undertake not without our prior written consent to use any of the said items except in connection with the Order and in particular not to manufacture or sell the Goods or any part thereof except to us or on behalf.  You will not apply for any Letters Patent or registered Design in relation to the Goods or the said items.

 

You will keep safe any of the said items in your possession and replace within a reasonable time any, which are lost or damaged.

 

You will not part with the possession of the said items or do any act inconsistent with our ownership thereof.  You shall treat the said items as strictly confidential and not make any modifications thereto. 

The provisions of this clause shall not apply to Proprietary Goods.

 

11. Indemnity  

 

You shall indemnify us against all claims, costs and expenses from any infringement of any Letters Patent, Registered Trade Mark or Registered Design, or any passing-off action, in any part of the world and assist in the defence of any action brought against us.  You shall not be liable under this Clause if any such infringement is due solely to your manufacture of Goods strictly in accordance with any designs, plans or specifications supplied by us.

 

You will indemnify us against any loss damage or injury to us and from and against any claim in respect of loss, damage or injury made against us by third parties and any cost and expenses arising in connection therewith, which result, for your failure to comply with any items of the Order or your performance of the Order (whether negligent or otherwise) in particular but without prejudice to the generality of the foregoing results from a defect in the Goods or their material construction workmanship or design  (where design is your responsibility).   

       12. Insurance
 

You will at all times insure and keep yourself insured with a reputable Insurance Company against all insurable liability under the Order and in particular against all your liabilities under this Clause.  You will provide all facilities assistance and advice required by us or our insurers for the purpose of contesting or dealing with any action, claim or matter arising out of your performance of the Order.

 

13. Assignment

 

You must not assign the Order without our prior written consent. In any legal proceedings between   us you shall not set up the existence of a sub-contract or any of the terms thereof as a defence to such proceedings and shall be responsible for your sub-contractors in all respects. 

      14. Use of Equipment 
 

If any of our equipment is used without our proper authority by any of your workmen or representatives or authorised subcontractors any accident or damage arising there from shall be your responsibility.   

      15. Compliance with security regulations
 

You will at all times whilst on our premises comply with all security regulations from time to time in force for those premises.  You will be deemed to have full knowledge of such regulations copies of which will be supplied on request. 

 

When our General Conditions of Works of Construction; of purchase or of capital equipment are applicable, you will be asked to sign a Certificate of Acceptance of those conditions before work is commenced. 

 

Flow down to Sub-tier suppliers is not allowed without the express permission or approval of BCW Engineering.  Should any Sub-tier be authorised then all applicable contractual requirements shall apply. 

      16.  Failure to comply
 

If you shall have failed to comply with the terms of the Order we shall be entitled (whether or not the Goods or any part of the Goods have been accepted by us) to avail ourselves of any one or more of the following remedies at our discretion:-

 

(a)        rescind the Contract

(b)        return the Goods or any part thereof to you.  Any costs incurred to be paid by you.  We shall be entitled to be repaid in full for any Goods so returned.

(c)         give you the opportunity to replace, repair or reinstate at your expense the Goods so that they comply with the terms of the Order.

(d)        refuse to accept any further deliveries or instalments of the Goods or any part thereof without any liability to you.

(e)        carry out at your expense such work as may be necessary to make the Goods or any part thereof comply with the Order.

(f)         claim such damages as we may have sustained in consequences of any breach of contract.

                     These rights shall be in addition to and without prejudice to any other rights we may have.

      17. Force Majeure

 

Neither of the parties shall be liable to the other for any failure to fulfil obligations under the Order if such failure is attributable to Force Majeure.  

      18. Termination of rights
            

In addition to any rights we may have under the foregoing Clauses or at Law we shall be entitled to terminate the Order by written notice and to refuse to accept any Goods not delivered and accepted at the date of such notice.

Provided that:

 

(a)   We shall pay to you the contract price of the Goods delivered and accepted by us and not already paid for.

(b)   You shall if so required complete all Goods partially manufactured at the date of such notice and we shall pay the contract price for all such Goods as are accepted by us.

(c)   You shall be entitled to require us to take and pay for any raw materials reasonably purchased by you specifically for the purposes of any irrevocable allocated by you to this contract but not otherwise.

Provided that:

(a)        such material shall be on delivery and examination in every way perfect and fit for use in the performance of this contract.

(b)        such material cannot be used for any Goods to be supplied in substitution for the cancelled Goods or for any other which you are currently producing for us.

(c)        we shall pay for such raw materials the current market price for the same at the date of delivery to us or the price contracted to be paid by you whichever is the lesser.

Except as stated above, if this contract is terminated under this condition we shall not be liable to you in any way whatsoever. 

       19. Copyright
 

Copyright and all other rights of a like nature conferred anywhere in the world in the artwork supplied against this order shall belong to BCW Engineering Ltd (the Buyer). Accordingly your acceptance by the Supplier of this order constitutes an assignment as beneficial owners of all your rights and interests in the copyright in the said artwork to BCW Engineering Ltd. 

       20. Applicable Laws
 

The Order and all matters arising from or related to it and the performance of both parties shall be governed by and construed in accordance with English Law.