TERMS AND CONDITIONS OF PURCHASE – ADVANCED PALLET SYSTEM LTD
1.1 Definitions
The following definitions and rules of interpretation apply in these Conditions:
1.2 Interpretation Rules
(a) A reference to a statute includes any amendment or re-enactment.
(b) A reference to “writing” or “written” includes emails but excludes faxes.
2.1 The Order constitutes an offer by the Purchaser to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall be deemed accepted upon the earlier of: (a) The Supplier’s written acceptance; or
(b) Delivery of Goods or commencement of Services.
2.3 These Conditions apply to the agreement to the exclusion of any other terms the Supplier seeks to impose.
3.1 The Supplier warrants that the Goods shall: (a) Comply with the specifications agreed upon in the Order; (b) Be free from defects in design, material, and workmanship; (c) Be fit for purpose and of satisfactory quality.
3.2 The Supplier must comply with all applicable laws and standards regarding the manufacture, packaging, and delivery of Goods.
4.1 The Supplier shall: (a) Deliver Goods on the Delivery Date; (b) Ensure Goods are properly packed to prevent damage; (c) Provide a delivery note with each shipment.
4.2 Title to the Goods passes to the Purchaser upon payment in full or delivery, whichever occurs first.
4.3 Risk in the Goods passes to the Purchaser upon completion of delivery at the Delivery Location.
5.1 The Supplier shall: (a) Perform the Services with reasonable skill and care; (b) Meet any deadlines specified in the Order; (c) Provide all equipment necessary for the Services.
5.2 The Purchaser reserves the right to inspect and approve any Services prior to acceptance.
6.1 The price for Goods and/or Services shall be as set out in the Order and, unless otherwise agreed, shall include all costs related to packaging, delivery, and insurance.
6.2 The Supplier shall invoice the Purchaser upon completion of delivery or Services, and payment shall be made within 60 days of receipt of a valid invoice.
6.3 The Purchaser reserves the right to set off any amounts owed by the Supplier against payments due.
7.1 Any intellectual property rights arising from the Services or Deliverables shall vest in the Purchaser.
7.2 The Supplier warrants that the Goods and Services will not infringe the intellectual property rights of any third party.
8.1 The Supplier shall indemnify the Purchaser against any claims, damages, or losses arising from: (a) Defective Goods or Services; (b) Breach of these Conditions; (c) Infringement of third-party intellectual property rights.
8.2 The Supplier must maintain adequate insurance coverage, including product liability and public liability, and provide evidence of such insurance upon request.
9.1 The Purchaser may terminate the agreement: (a) Immediately for any material breach by the Supplier; (b) For convenience upon 14 days’ written notice.
9.2 Upon termination, the Supplier shall: (a) Cease all work on the Order; (b) Return any materials or information belonging to the Purchaser.
10. Confidentiality
10.1 Both parties shall keep confidential any information disclosed during the agreement and shall not use it for purposes unrelated to the agreement.
11.1 Neither party shall be liable for delays caused by events beyond their reasonable control, including natural disasters, war, or industrial action.
12.1 The agreement shall be governed by the laws of England and Wales.
12.2 Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
Advanced Pallet Systems Ltd. reserves the right to update these terms and conditions at any time. The most recent version will be available upon request or on the company’s website.
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