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Conditions Of the Purchase Order
Deliverables
Seller shall deliver to Fairview Electronics Ltd the goods specified in the Purchase Order in accordance with the General Terms and Conditions herein.
Acceptance
In the absence of any written instructions to the contrary, the Seller accepts to deliver goods according to requirements specified in the Purchase Order.
Terms of Payment
Seller shall be compensated as specified in the Purchase Order. There is an unlimited period for which Fairview Electronics Ltd can issue written notice of any disputed items in an invoice.
The undisputed part of the invoice shall be settled according to the conditions below.
Remuneration will be made within 30 days from the end of month after the date of the invoice.
Variations
Fairview Electronics Ltd shall be entitled to request variations to the Purchase Order by requesting a variation in goods to be delivered, provided that such variation request shall not exceed what the Seller could reasonably have foreseen at the start of the Purchase Order.
No variation shall be implemented before the parties have reached an agreement regarding the extent and the remuneration hereto.
Quality and Defects
All goods supplied shall be of the very best quality and subject to Fairview Electronics Ltd approval and must meet the governing specification as to quantity and quality standards or description.
Seller shall promptly communicate to Fairview Electronics Ltd all available information regarding any potential hazard known or believed to exist in the transport, handling or use of the goods.
Fairview Electronics Ltd reserves the right of access to Seller’s premises for the duration of the Purchase Order by either Fairview Electronics Ltd or its client’s for the purpose of the verification and assurance of the quality standard of the goods.
Fairview Electronics Ltd reserves the right to recover any consequential loss incurred as a result of an incorrect, or defect of faulty item supplied by the seller.
Delivery
The date of delivery of the Goods shall be that specified in the Purchase Order. Fairview Electronics Ltd shall not bear the cost of unloading materials at the point of delivery.
Termination
The Purchase Order may be cancelled in writing at any time by Fairview Electronics Ltd without prior notice. A fair and reasonable price shall be paid for all work completed at the time of the termination and subsequently received by Fairview Electronics Ltd. Fairview Electronics Ltd shall not be liable for any loss to Seller including consequential loss.
The Seller must provide written notice of termination within 24 hours of the placement of the Purchase Order.
Passing of Property and Risk to Fairview Electronics Ltd
The Risk of the Goods shall remain with Seller until delivered to Fairview Electronics Ltd and accepted.
Confidentiality
Fairview Electronics Ltd and Seller mutually agree not to disclose to any third party without the prior written consent of the other party, any information obtained from the other party related to the Purchase Order
However, each party shall be free to disclose such information as is:
a) known by, prior to the information being disclosed by the other party,
or
b) part of the public domain at the time of disclosure, or
c) required to be disclosed by public authorities in accordance with applicable law.
Both parties may disclose information to their subcontractors without prior written consent to the extent necessary to complete the Purchase Order, provided that a written confidentiality agreement reflecting the principles above is entered into with such subcontractors.
The obligations of both parties as defined in this article shall apply notwithstanding the completion of the Work or termination of the Purchase Order.
Liability and Indemnity
If the Goods has not been delivered within the contractually agreed delivery date, Seller shall pay 0,15% of the agreed compensation per day as liquidated damages for each day of delay. Seller's cumulative liability for liquidated damages shall be limited to 10 % of the agreed compensation.
If the Goods have a deficiency, Seller shall rectify the deficiency as soon as possible at their own costs (including collection of said items), or if possible deliver rectified Goods at his own costs. If Seller is unable to rectify a deficiency within a reasonable time after becoming aware of the deficiency, then Fairview Electronics Ltd shall be entitled to rectify the deficiency itself or engage a third party to do so. In this case Seller shall pay the necessary cost of such corrective measures, in addition to all other costs and expenses incurred as a result of the deficiency, provided that Fairview Electronics Ltd acts in a reasonable manner. If corrective measures not can be arranged, Fairview Electronics Ltd can claim reduced price or terminate the Purchase Order as described below.
If Seller is in material breach of his obligations according to the Purchase Order, Fairview Electronics Ltd may terminate the Purchase Order and claim damages according to law, but limited to an amount equal to ten times the remuneration paid by Fairview Electronics Ltd to the Seller under the Purchase Order or £ 100,000.00 (or the equivalent thereto), whichever is the lesser.
Force Majeure
Delay in or failure of performance of either party hereto shall not constitute a default hereunder or give rise to any claim for damage if and to the extent such delay or failure is caused by any event beyond the control of the party affected which the party had no reasonable way of preventing or grounds to anticipate, including but not limited to an act of war, natural disaster, fire, explosion, or labour dispute. The affected party shall immediately notify the other party in writing of the causes and expected duration of any such occurrence.
Law
The Purchase Order shall be subject to and interpreted in accordance with English law.
Any dispute to arise in connection with the Purchase Order which cannot be settled through negotiations, shall be referred to the courts.
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