Standard Terms and Conditions of Purchase

1. DEFINITIONS

'We', 'Us' and 'Our' means Carver (Wolverhampton) Limited, Littles Lane, Wolverhampton , West Midlands, WV1 1JY

'You', 'Your' and 'Seller' means the person firm or company to whom the Purchase Order is addressed and any associated or subsidiary person firm or company responsible for executing the Order.

'Goods' means the materials, articles, works and services described in the Contract.

'Packaging' means any type of Packaging including bags, cases, carboys, cylinders, drums, pallets, tank wagons, and other containers.

'Authorised Officer' means Our employee Authorised, either generally or specifically, by Us to sign Our Purchase Order, confirmation of which may be obtained from our Finance Director.

'Authorised' means signed by one of Our Authorised Officers.

'Purchase Order' means Our Authorised Purchase Order having these General Conditions of Purchase on its reverse or attached to it or referring to these General Conditions of Purchase on its face.

'Order Amendment' means Our Authorised Order Amendment or series of Order Amendments, each Order Amendment having precedence over any earlier Order Amendment.

2. THE CONTRACT

You agree to sell and We agree to purchase the Goods in accordance with the Contract. The Contract shall comprise (in order of precedence): any Order Amendments, the Purchase Order, these General conditions of Purchase and any other document (or any document) referred to on the Purchase Order. The Contract shall not include any of Your conditions of sale, notwithstanding reference to them in any document. However, should this Contract be held by a court of competent jurisdiction to include Your terms and conditions of sale then in the event of any conflict or apparent conflict these General Conditions of Purchase shall always prevail over Your terms and conditions of sale. Delivery of Goods in response to a Purchase Order or Order Amendment shall be taken to imply that You have accepted the terms and conditions of this Contract.

3. PRICE

You will sell Us the Goods for the firm and fixed Price stated in the Contract. The Price shall include storage, packaging, insurance, delivery, installation and commissioning (as applicable) but shall exclude VAT.

4. VARIATIONS

We shall have the right, before delivery, to send You an Order Amendment adding to, deleting or modifying the Goods. If the Order Amendment will cause a change to the Price or delivery date then You must suspend performance of the Contract and notify Us without delay, calculating the new Price and delivery date at the same level of cost and profitability as the original Price. You must allow Us at least 10 working days to consider any new Price and delivery date. The Order Amendment shall take effect when but only if Our Authorised Officer accepts in writing the new Price and delivery date within the time You stipulate. If Our Authorised Officer fails to confirm the Order Amendment within the time You stipulate the performance of the Contract shall immediately resume as though the said Order Amendment had not been issued (except that We may still exercise Our right of cancellation in accordance with Condition 5).

5. OUR RIGHT OF CANCELLATION

In addition to Our other rights of cancellation under this Contract, We may cancel the Purchase Order and any Order Amendment thereto at any time by sending You a notice of termination. You will comply with any reasonable instructions that We have issued with regard to the Goods. For goods which you supply regularly and are not bespoke you will not submit a termination charge, for goods which you do not supply regularly or are bespoken and if You submit a termination claim then We will pay to You the cost of any commitments, liabilities or expenditure which in Our reasonable opinion were a consequence of this Contract at the time of termination. The total of all payments made or due to You under this Contract, including any termination payment, shall not exceed the Price. If You fail to submit a termination claim within one month of the date of Our notice of termination then We shall have no further liability under the Contract.

6. QUALITY AND DESCRIPTION

1. The Goods shall:
   1. conform in every respect with the provisions of the Contract;
   2. be capable of all standards of performance specified in the Contract
   3. be fit for any purpose made known to You expressly or by implication and in this respect We rely on Your skill and judgment
   4. be new (unless otherwise specified on the Purchase Order) and be of sound materials and skilled and careful workmanship
   5. correspond to their description or any samples, patterns, drawings, plans and specifications referred to in the Contract
   6. be of satisfactory quality
   7. comply with any current legislation or relevant codes of practice
2. There shall be no asbestos content in the Goods.

The items listed above shall not limit or waive Our rights under relevant legislation.

7. WORK ON OUR PREMISES

If the Contract involves any works or services which You perform on Our premises then the following conditions shall apply:

1. You shall ensure that You and Your employees, Your sub-contractors and their employees and any other person associated with You will adhere in every respect to the obligations imposed on You by current safety legislation and Our Health and Safety policies and procedures.
2. You shall ensure that You and Your employees, Your sub-contractors and their employees and any other person associated with You will comply with any regulations that we may notify to You in writing.
3. If the Contract involves physical work (as opposed to Consultancy etc.) You will complete in conjunction with our management a Permit to Work including a Risk Assessment prior to starting work. You shall be responsible for informing all Your operatives of the conditions within the Permit to Work, and that they work to within the Conditions of the Permit to Work and also to Health & Safety best practice.
4. The Company may at its discretion, require you to withdraw operatives who do not achieve the standards the Company requires.

8. PROGRESS AND INSPECTION

1. You shall at Your expense provide any programs of manufacture and delivery that We may reasonably require. You shall notify Us without delay in writing if Your progress falls behind or may fall behind any of these programs.
2. We shall have the right to check progress at Your works or the works of sub-contractors at all reasonable times, to inspect and to reject Goods that do not comply with the Contract. Your sub-contractors shall reserve such right for Us.
3. Any inspection, or approval shall not relieve You from Your obligations under this Contract

9. PACKAGING

Unless otherwise stated in the Contract, all Packaging shall be non-returnable. If the Contract states that Packaging is returnable, You must give Us full return instructions before the time of delivery. The Packaging must be clearly marked to show to whom it belongs. You must pay the cost of all carriage and handling for the return of Packaging. We shall not be liable for any Packaging lost or damaged in transit. Where Goods are delivered by road vehicle, available empty Packaging may be returned by the same vehicle.

10. SAFETY

You shall observe all legal requirements of the United Kingdom, European Union and relevant international agreements in relation to health, safety and environment, and in particular to the marking of hazardous Goods, the provision of data sheets for hazardous materials and all provisions relating to food. Hazardous Goods must be clearly marked and display the name of the material in English. Transport and other documents must include declaration of the hazard and the name of the material in English. The Goods must be accompanied by emergency information in English.

11. Delivery

1. The Goods shall be properly packed, secured and dispatched at Your expense to arrive in good condition at the time or times and the place or places specified in the Contract.
2. If You or Your carrier deliver any Goods at the wrong time or to the wrong place then We may deduct from the Price any resulting costs of storage or transport.
3. If we require you to deliver the Goods to a construction site You will ensure Your delivery driver(s) are properly trained and where necessary qualified to deliver goods to a construction site.

12. LATE DELIVERY

If the Goods or any part of them are not delivered by the time or times specified in the Contract then We may by written notice cancel any undelivered balance of the Goods. We may also return for full credit and at Your expense any Goods that in Our opinion cannot be used owing to this cancellation. In the case of services, We may have the work performed by alternative means and any additional costs reasonably so incurred shall be at your expense. In the case of the goods We may source the goods from alternate suppliers and any additional costs reasonably so incurred shall be at Your expense. This shall not affect any other rights that We have.

13. PROPERTY AND RISK

1. You shall bear all risks of loss or damage to the Goods until delivered and shall insure them accordingly.
2. Ownership of the Goods shall pass to Us:
   1. when the Goods have been delivered and paid for in full but without prejudice to Our right of rejection under this Contract
   2. or if, whilst the Goods are still in Your possession, We have paid in full OR made any advance or stage payment, at the time such payment is made, in which case You must as soon as possible mark the Goods as Our property, but without prejudice to Our right of rejection under this Contract.
3. The company will assume Goods bought for re-sale are of acceptable quality, the Company will not inspect Goods within their re-sale packaging without limit to time. If either before or after we have re-sold the goods, the goods are found not to be of quality suitable for re-sale, the Seller shall compensate the Company for the Goods and any reasonable compensation claim, re-fixing claim the or other reasonable claim in relation to the goods from the Company which may or may not relate to a claim the Company's customer may bring against the Company.

14. ACCEPTANCE

Goods shall be supplied with a delivery note detailing the specific items supplied. When services are supplied You shall provide our responsible supervisor or manager a service note detailing the activity undertaken and the time taken to provide the service on a daily basis. A service note and a delivery note may be combined on one document.

15. REJECTION

We shall have the right to reject the Goods in whole or in part whether or not paid for in full or in part within a reasonable time of delivery if they do not conform with the requirements of this Contract. It is agreed that We may exercise the right of rejection notwithstanding any provision contained in section 11 or section 15A or section 30 (subsections 2A and 2B) or section 35 of the Sale of Goods Act 1979. We shall, where possible, give You a reasonable opportunity to replace the Goods with new Goods that conform with this Contract, after which time We shall be entitled to cancel the Purchase Order. In the event of cancellation under this condition You shall promptly repay any monies paid under the Contract without any retention or offset whatsoever. Cancellation of the Purchase Order under this condition shall not affect any other rights We may have. You must collect all rejected Goods within 3 months of Our advising you of our rejection of the goods. If you fail to collect the Goods within 3 months the Company may dispose of them in whatever way it deems suitable and will not be required to compensate the Supplier for their non-availability. The Supplier will give the Company's purchasing department 2 working days notice in writing of their intention to collect the cancelled Goods.

16. PAYMENT

Unless stated otherwise in the Contract We shall pay at the end of the month following the month of receipt the Goods received in accordance with the Order. Your invoice must be addressed to the purchasing department and must quote the full Purchase Order number and Delivery Note or Service Note number. VAT, where applicable, shall be shown separately on all invoices as a strictly net extra charge. We shall not be held responsible for delays in payment caused by Your failure to comply with Our invoicing instructions.

17. INVOICE

We shall only be liable to pay You when You have issued a correctly rendered invoice, a suitable service note or delivery note (or a copy of the service note or delivery note signed by a member of Our staff) and a statement claiming the invoice.

18. WARRANTIES

It is expressly agreed between Us that Goods:

1. will be of merchantable quality and fit for any purpose held out to Us or made known to Us in writing at the time the Order is placed
2. will be free from defects in design. material and workmanship
3. will correspond with any relevant specification or sample
4. will comply with all statutory requirements and regulations relating to the sale of Goods

As part of our commitment to the environment, We will actively encourage Our suppliers and contractors to ensure that Goods and services supplied to Us support Our environmental policy.