Terms & Conditions of Order (for Suppliers)

1. Every offer quotation acceptance and contract for the sale or supply of Goods to the Company is made subject to these Conditions and all terms and conditions proposed by the Supplier are hereby excluded. The word "Goods" means all goods the supply of which are the subject of this Order. The term "Supplier " means the person firm or Company to whom this Order is issued and addressed. "The Company" means The Production Centre Ltd.

2. The Company will not be liable for any Goods supplied or work done without a written order. The number of this Order must be quoted on all documents and correspondence.

3. (a) All Goods are to be delivered carriage paid at the delivery address shown in this Order and packages are to be clearly marked with the name and address of the Company and with Order number. (b) Empties and packages will not be returned unless they are clearly marked as chargeable and this is repeated in the covering papers. Packages returned shall be subject to an allowance at the Supplier's standard rate operating at the time of delivery. (c) This Order is placed on condition that specified delivery dates are maintained and time is of the essence of this Order. If the Supplier fails to deliver the Goods in part or in whole comprised in this Order on the due date the Company shall be entitled to cancel the Order (in whole or in part) and at their option withhold payment in respect of all Goods still remaining to be delivered thereunder. (d) The Supplier will be liable for any loss suffered by the Company either by the Supplier's failure to deliver Goods in accordance with this Order or in re-ordering Goods which the Supplier has failed to supply in accordance with this Order and for any loss suffered in consequence of any delay in obtaining any replacement goods and any payment due by the Company to the Supplier in respect of work done for this or any other order where payment is still to be made by the Company shall be reduced by the amount of the Company's loss for which the Supplier is liable as aforesaid and by the amount of any additional loss incurred by the Company in putting the materials or products into a deliverable state. (e) The right of the Company to cancel this Order or any part thereof shall not be affected by any giving of time or other concession granted to the Supplier nor shall any waiver in respect of delay operate as a waiver of any subsequent delay. (f) Where the Company agrees to pay delivery costs these are agreed to be the cost of delivery by goods train or road transport as appropriate and the Company will not be liable for additional costs incurred by the Supplier to enable it to meet delivery dates.

4. (a) Title to the Goods passes to the Company on their delivery to the Delivery Address shown in this Order. (b) Risk in the Goods passes on their delivery to the delivery address shown in this Order and the Supplier shall make good free of charge to the Company any loss or damage to or defect in Goods occurring during transit.

5. Where any contract is made for the supply of Goods from overseas the contract shall (save as otherwise agreed in writing in any particular case) be subject to the Supplier obtaining all necessary import licences and other permits for the entry of the Goods into the United Kingdom and in the event that any such licence or permit cannot be obtained the contract shall be void and the Company shall be under no liability whatever to the Supplier.

6. The Company reserves the right to reject any Goods which are faulty in design manufacture quality or construction or which do not come up to sample and/or standards and/or specification or are unfit for the purpose for which they are required, and the Company shall have the right to purchase elsewhere.

7. The Supplier warrants that it will carry out its duties hereunder with the skill and care that would be expected of an expert in his trade and the Supplier shall be liable to the Company for all loss (including loss of profit and business) howsoever suffered by the Company by reason of the Supplier's breach of this warranty or by reason of the Goods:- (a) not being of merchantable quality (b) not coming up to sample and/or standards and/or specification (c) infringing any third party rights (including rights to Letters Patent or Registered Designs Trade Marks Copyrights or other intellectual property rights as are hereinafter referred to as "the intellectual property rights") or otherwise howsoever and any payment due to the Supplier under Clause 9 hereof in respect of this or any other Order where payment is still to be made shall be reduced by the amount of the Company's loss for which the Supplier is liable as aforesaid.

8. (a) Subject to sub-clause (b) below and unless otherwise agreed in writing payment under this Order shall be made net 65 days after the date of delivery but the Company shall be entitled to take advantage of any better terms offered by the Supplier in connection with the purchase of the Goods whether relating to time for payment discounts or otherwise and the price or payment terms referred to herein shall be varied accordingly. Value Added Tax where applicable shall be shown separately on all invoices as a net extra charge. (b) Where Goods supplied under this Order are machinery or spare parts for machinery payment under this Order shall be made 65 days after the machinery or the spare parts (as applicable) have been installed at the Company's premises or at it's discretion. In cases where the machinery or the spare parts are not operating to the Company's satisfaction the Company retains the right to withhold payment beyond the payment date as aforesaid until the defects in the machinery or the spare parts have been remedied or the defective items replaced to the satisfaction of the Company at the Supplier's cost including any carriage and labour charges.

9. All Goods will be guaranteed by the Supplier for a minimum of twenty-four months from the date of delivery or six months from their coming into use (whichever shall be the later) against break-down or failure of any description due to erroneous advice, defective materials or workmanship or howsoever caused in the event of such failure, the defective items shall at the option of the Company either be replaced by the Supplier at it's own cost including all carriage charges or be replaced by the Company at the Supplier's cost including any labour and carriage charges incurred. Replacements shall themselves be subject to the foregoing guarantee by the Supplier for the same period.

10.The Company reserves the right at any time during the performance of the Contract to direct the Supplier in writing to vary in any way the quantity or description of the Goods to be delivered and the Supplier shall carry out such instructions to vary and be bound by the terms of this Order as if the said variations were originally contained in this Order. All notices, orders or instructions to be served upon the Suppliers under these conditions shall be deemed to be properly served if sent by hand or post or telex to the address of the Supplier given on this Order or to the registered office or principal place of business of the Supplier.

11.(a) Any specifications, plans, drawing, process information, patterns, designs, formulae or other processes whatsoever ("the Specifications") supplied by the Company to the Supplier or created, calculated, drawn up or designed by the Supplier to fulfil the requirements or comply with the instructions of the Company in connection with this Order and any information derived therefrom or otherwise communicated to the Supplier in connection with this Order shall remain the property of the Company at all times and shall be kept secret and confidential and shall not without the consent of in writing of the Company be published or disclosed to any third party or made use of by the Supplier except for the purposes of carrying out this Order and references in this clause to the Specifications shall be construed to apply equally to old or established Specifications same in an innovated fashion as they apply to new Specifications. (b) Any specifications supplied by the Company or created, calculated, drawn up or designed by the Supplier as aforesaid shall be returned to the Company on demand and all intellectual property rights appertaining thereto or to the Goods shall at all times remain the property of the Company.

12.The Supplier confirms that all its employees are fully covered by Employers liability insurance and hereby indemnifies the Company against any loss damage, costs claims and expenses incurred or suffered by the Company in respect of any accident or injury suffered by any employee of the Supplier whilst engaged in carrying out any work under this Order.

13.If the Supplier commits a breach of these terms and conditions or is in default of any other of its obligations to the Company or if any distress or execution is levied upon the Supplier's property or assets, or if the Supplier makes or offers any arrangement or composition with its creditors or if the Supplier is a limited company and any resolution or petition to wind up the Supplier's business (other than for the purpose of amalgamation or reconstruction without insolvency) is passed or presented of if a receiver of the undertaking property or assets or any part thereof of the Supplier (being a limited company) is appointed then the Company may without notice: (1) Suspend or determine this order or any part thereof and (2) Recover any materials or Specifications from the Supplier's premises that had been delivered to the Supplier for the purposes of manufacturing the articles of any parts thereof to be delivered under this Order.

14.This Order and these terms and conditions shall be subject to and construed in accordance with English law and the Company and the Supplier hereby submit to the exclusive jurisdiction of English courts in all matters connected therewith or relating thereto.

15.These Conditions shall apply in so far as they are held to be lawful and enforceable, if any Conditions or part Condition shall be held to be unlawful or unenforceable then these Conditions shall be read and construed as if such Condition or part thereof were omitted. 

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