Pressac Communications Limited Terms and Conditions of Purchase

1. General

All goods and Services are purchased subject to the following conditions which shall prevail over any and all terms and conditions unless expressly agreed in writing by both parties.

2. Definitions

“Buyer” shall mean Pressac Communications Limited.

“Goods” shall mean the items specified in the Purchase Order.

“Order” shall mean the Purchase Order placed by an authorised Buyer on a Buyer’s order form.

“Seller” shall mean the person or company to whom Pressac Communications Limited issues a Purchase Order.

“Services” shall mean the work described in the Purchase Order or any other documents specified in the Purchase Order.

“Specification” means the full description of the Goods contained in the Buyer’s order form including any technical description there appearing and including further any patterns, samples or drawings there referred to.

3. Acceptance of Order

3.1. No Order shall become binding upon the Buyer unless placed on the Buyer’s order form.

3.2. Execution of the Order by the Seller shall be deemed to constitute Acceptance of the order and will be deemed to bind the Seller to these conditions.

4. Price

No variation in pricing shall be accepted by the Buyer unless prior written confirmation has been given by the Buyer.

5. Confidentiality

Any specifications, plans, drawings or other information supplied by the Buyer to the Seller shall remain the property of the Buyer and any information derived therefrom or otherwise communicated to the Seller shall remain confidential and shall not be disclosed to any third party without written consent from the Buyer.

6. Quality and Defects

6.1. All Goods and Services supplied or carried out shall be of the very best quality and subject to the Buyer’s approval. These must meet the Buyer’s specification regarding quantity, quality, standards and description. Any changes to specifications should be agreed in writing prior to delivery.

6.2. Buyer reserves the right to reject any Goods or Services which are faulty, not fit for purpose, or do not conform to the quantity or quality standard specified in the Purchase Order or Manufacturing Agreement.

6.3. The Buyer shall in due course arrange for the return of the rejected Goods to the Seller at the Seller’s risk and expense.

7. Samples

The Seller shall supply the Buyer with samples of the Goods free of charge unless the Buyer previously consents in writing to pay the Seller for such samples.

8. Delivery

8.1. The Seller shall deliver the Goods in accordance with the Order, at the place specified, and in the quantities notified.

8.2. The Buyer reserves the right to adjust the rate of delivery without penalty.

8.3. The Buyer may cancel the Order if goods are not delivered by the dates specified by the Buyer without liability, except to pay for goods already accepted.

8.4. Goods are to be delivered to the delivery address shown on the Order.

8.5. All Goods must be clearly marked with the Buyer’s order number, part number, product description, and contents including quantity.

8.6. All Goods delivered must be accompanied by an Advice Note quoting the Buyer’s order number which must also be quoted on the invoice.

9. Acceptance and Delivery

The Buyer will not be deemed to have accepted the Goods until the Buyer has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after a defect in the Goods has become apparent.

10. Cancellation

The Buyer may cancel or change any Order, or any part thereof, by written notice to the Seller at any time before despatch.

11. Terms of Payment

11.1. Unless otherwise agreed in writing by the Buyer, our standard terms of payment are 30 days from end of month of invoice.

11.2. All invoices must quote the Buyer’s Order number. Payments will be withheld unless a valid Order number is quoted on the Invoice.

12. Risk and Property in the Goods

The Property and Risk in the Goods shall remain with the Seller until delivery, in satisfactory order, to the delivery address when the Property and Risk shall pass to the Buyer.

13. WARRANTY

13.1. The Seller warrants that all Goods will be free from defects in design, materials and workmanship.

13.2. The Seller warrants that all Goods will be of satisfactory quality, fit for purpose and conforms to all specifications and descriptions in the Order.

13.3. The Seller warrants that all materials and other items incorporated in the Goods will be new and suitable for their intended purpose, and where the Order is for Services, those Services will be performed by qualified and trained staff with due care and diligence.

14. Indemnities

14.1. The Seller unreservedly warrants that the design, construction and quality of the Goods comply in all respects with any applicable requirements contained in any Statute, statutory instrument, order or otherwise and further that the sale or use of the Goods by the Buyer will not infringe any British or Foreign patent, trademark, trade name, registered design or other industrial property right of whatsoever nature.

14.2. In the event of any claim being made or action brought by any third party against the Buyer, based on or otherwise arising out of any of the matters referred to in Clause 14.1 above, the Buyer shall so soon as reasonably practicable after learning of the same give to the Seller notice thereof. The Buyer shall at its option alone conduct all negotiations for settlement in respect of any such claim or action and alone conduct any litigation arising from such claim or action.

14.3. The Seller shall promptly, fully and effectively indemnify the Buyer in respect of all losses, costs, claims, damages, expenses and other liabilities of whatsoever kind which the Buyer may suffer or incur by reason of any breach of the said warranty.

15. Health and Safety at Work

15.1. The Health and Safety Act 1975 imposes duties upon manufacturers, suppliers and importers of substances, equipment or products. These duties must be fully complied with in all respects.

15.2. Where items ordered contain toxic elements or materials harmful to health by inhalation or contact the Seller shall provide to the Buyer the appropriate written safe working instructions concerning the safe handling and use of such materials.

15.3. All machinery must be adequately guarded to prevent physical injury and conform to every requirement for safe electrical operation and where necessary provide adequate ventilation to prevent spillage of hot air into workshops and avoid inhalation of dangerous dust particles such as crystalline silica as required in the relevant Acts and Regulations.

16. Seller's Personnel and Subcontractors

Personnel working on the property of the Buyer must comply with the Safety and Site rules for contractors.

17. Governing Law and Jurisdiction

The Contract shall be governed by and construed in accordance with the laws of England to the jurisdiction of whose Courts the parties exclusively agree to submit.