To mainland UK on orders over £2500
Tested to meet the highest industry standards
For guaranteed long-term durability
Between;
Performance Doorset Solutions Limited (PDS) (the Customer); and
The supplier as indicated on the Purchase Order (the Supplier)
A. The customer and supplier have agreed to enter this agreement based on the following
terms and conditions.
In this Agreement, the following definitions apply:
Contract: a contract between the Customer and the Supplier for the supply of Goods and/or
Services and consisting of (1) a Purchase Order specifying the Goods and/or Services required
by the Customer, (2) the conditions contained in this Agreement and any schedules attached
to it which the Customer and Supplier agree shall be relevant to the Contract, and (3) any
other documents referred to in the relevant Purchase Order as applying to the Goods or
Services.
Goods: the goods (or any part of them) to be provided by the Supplier, as described in the
relevant Purchase Order.
Purchase Order: an offer to buy Goods and/or Services issued by the Customer to the
Supplier
Services: the services (or any part of them) to be provided by the Supplier, as described in
the relevant Purchase Order.
Specification: the specification for the Goods or Services, including any related plans and
drawings, that is proposed by the Customer in the Purchase Order, or such other
specification as the Customer and Supplier may subsequently agree in writing.
2.1 The Customer may issue several Purchase Orders to the Supplier during the term of this Agreement. A Contract is created when a Purchase Order is accepted by the Supplier in accordance with Clause 2.3
2.2 The provisions of this Agreement and the relevant Purchase Order apply to each Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or previous course of dealing.
2.3 A Purchase Order shall be deemed to be accepted on the earlier of:
(a) the Supplier issuing a written acceptance of the Order; and
(b) the Supplier taking any action to fulfil the Order, at which point the Contract shall come into existence.
3.1 The Supplier warrants that the Goods shall:
(a) correspond with the Specification.
(b) be of satisfactory quality in accordance with good industry practice and fit for any
purpose described by the Supplier or proposed to the Supplier by the Customer,
expressly or by implication, and in this respect the Customer relies on the
Supplier’s skill and judgement.
(c) where applicable, be free from defects in design, material and workmanship and
remain so for a minimum of 24 months after delivery; and
(d) comply with all applicable statutory and regulatory requirements relating to the
manufacture, labelling, packaging, storage, handling and delivery of the Goods.
(e) If any design changes are made these need to be formally advised with at least 1
weeks’ notice prior to delivery and acceptance from PDS needs to be received.
(f) Any fire rated goods must be tested and comply with the relevant fire
certifications
3.2 The Supplier warrants that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.
3.3 The Customer shall have the right to inspect and test the Goods at any time before delivery.
3.4 If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at clause 3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
3.5 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract, and the Customer shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions at the cost of the supplier.
4.1 The Supplier warrants that the Services shall:
(a) correspond with the Specification and meet the service levels (if any) agreed
between the Customer and the Supplier
(b) be of satisfactory quality in accordance with good industry practice and fit for any
purpose described by the Supplier or made known to the Supplier by the Customer, expressly or by implication, and in this respect the Customer relies on
the Supplier’s skill and judgement
(c) be performed by persons of suitable skill and who have appropriate qualifications
to perform the required tasks; and
(d) comply with all applicable statutory and regulatory requirements.
4.2 The Supplier warrants that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to perform the Services.
5.1 The Delivery location for Goods shall be as identified in the relevant Purchase Order.
5.2 The Customer and the Supplier may enter into a separate agreement for the phasing of deliveries under each Purchase Order or future Purchase Orders. Such agreement should be identified on the purchase order.
5.3 In respect of Goods, the Supplier shall ensure that:
(a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition
(b) each delivery of the Goods is accompanied by the delivery documentation required by the Customer in the Purchase Order, or (in the absence of any instructions from the Customer) a delivery note which shows the date of the Purchase Order, the Customer’s order number (if any), the type and quantity of the Goods (including the official tariff classification code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(c) if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.
5.4 The place of performance of the Services shall be as identified in the Purchase Order unless otherwise agreed in writing between the Customer and Supplier.
5.5 In respect of Services, the Supplier shall ensure that:
(a) all persons engaged by the Supplier to perform any Services at the Customer’s location shall observe all applicable site safety and security instructions provided by the Customer; and
(b) the Services are performed in accordance with good industry practice and without putting any persons or property at undue risk of injury or damage
5.6 The Supplier shall make the Goods and/or Services available:
(a) on the date specified in the Purchase Order, or, if no such date is specified, within [28] days of the date of the Purchase Order
(b) at the location specified in the Purchase Order, or as instructed by the Customer prior to delivery and ;
(c) during the Customer’s normal business hours, or as instructed by the Customer
5.7 [If the Supplier:
(a) delivers less than 95% of the quantity of Goods ordered, the Customer may reject the Goods; or
(b) delivers more than 105% of the quantity of Goods ordered, the Customer may at its discretion reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.
5.8 The Supplier shall not deliver the Goods in instalments without the Customer’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.
6.1 If the Goods or Services are not delivered on the date they are due as referred to in clause 5.6(a), or do not comply with the undertakings set out in clauses 3.1 or 4 (as appropriate), then, without limiting any of its other rights or remedies, the Customer shall have the right to any one or more of the following remedies, whether or not it has accepted the Goods:
(a) to terminate the Contract;
(b) to reject the Goods or Services (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense
(c) to require the Supplier to repair or replace the rejected Goods, or re-perform any rejected Services, or to provide a full refund of the price paid for the rejected Goods or Services
(d) to refuse to accept any subsequent delivery of the Goods or Services which the Supplier attempts to make
(e) to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods or services from a third party; and
(f) to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.
6.2 If the Goods or Services are not delivered on the due date the Customer may, at its option, claim or deduct 2 per cent of the price of the Contract for each week’s delay in delivery by way of liquidated damages, up to a maximum of 10 per cent of the total price of the Goods.
If the Customer exercises it rights under this clause 6.2, it shall not be entitled to any of the remedies set out in clause 6.1 in respect of late delivery of the Goods or Services.
6.3 For the avoidance of doubt the provisions of Clauses 3 and 4 shall apply to any repaired or replacement Goods or Services supplied by the Supplier.
6.4 The Supplier shall keep the Customer indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and legal and other professional fees and expenses awarded against or incurred or paid by the Customer as a result of or in connection with:
(a) any loss of or damage to the Customer’s physical property or disruption to the Customer’s business caused by the negligent act or omission of the Supplier or any defect or deficiency in the Goods or Services;
(b) any claim made against the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the supply or use of the Goods or Services, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors, notwithstanding any additional rights or remedies available to the Customer pursuant to any intellectual property rights agreement between the parties;
(c) any claim made against the Customer by a third party arising out of, or in connection with, the supply of the Goods or Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors; and
(d) any claim made against the Customer by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods or Services, to the extent that the defect in the Goods or Services rendered is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors.
This clause 6.4 shall survive termination of the Contract.
6.5 The Customer’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
Title and risk in the Goods and any materials delivered in performing the Services shall pass to the Customer on delivery.
8.1 The price to be paid by the Customer under any Contract (the ‘Contract Price’) shall be the price set out in the Purchase Order, or, if no price is quoted, the price accepted by the Customer for identical Goods or Services in its most recent previous dealings with the Supplier.
8.2 The Customer and the Supplier may agree prices for future Contracts.
8.3 The Contract Price is exclusive of amounts in respect of value added tax, any similar sales tax or a tax that replaces such sales taxes (Taxes), but in respect of Goods includes the costs of packaging, insurance and carriage. No extra charges shall be effective unless agreed in writing and signed by the Customer.
8.4 The Customer shall, on receipt of a valid Taxes invoice from the Supplier, pay to the Supplier such additional amounts in respect of such Taxes as are required to be charged on the supply of the Goods or Services.
8.5 Unless other payment terms are specified in the Purchase Order, the Supplier may invoice the Customer for the relevant Goods or Services on or at any time after the completion of delivery.
8.6 The Customer shall pay correctly rendered invoices within 60 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.
8.7 The Customer may, without limiting any other rights or remedies it may have, set off any amount owed to it by the Supplier against any amounts payable by it to the Supplier under any Contract.
The Supplier acknowledges that all materials, equipment and tools, drawings, Specifications, and data supplied by the Customer to the Supplier (Customer Materials) and all rights in the Customer Materials are and shall remain the exclusive property of the Customer. The Supplier shall keep the Customer Materials in safe custody at its own risk, maintain them in good condition until returned to the Customer, and not dispose or use the same other than in accordance with the Customer’s written instructions or authorisation.
During the term of the Contract and for a period of one year thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover such heads of liability as may arise under or in connection with the Contract, and shall, on the Customer’s request, exhibit confirmation satisfactory to the Customer that such insurance remains in force for the required period.
The Supplier shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are disclosed to the Supplier by the Customer, its employees, agents or subcontractors, and any other confidential information concerning the Customer’s business, its products or its services which the Supplier may obtain. The Customer shall only disclose such confidential information to those of its employees, agents or subcontractors who need to know the same for the purpose of discharging the Supplier’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors shall keep such information confidential.
12.1 The Supplier shall:
(a) comply with all applicable laws, statutes, regulations and codes relating to antibribery and anti-corruption including but not limited to the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act;
(b) promptly report to the Customer any request or demand for any undue or financial or other advantage of any kind received by the Supplier in connection with the performance of the Contract.
12.2 Breach of this Clause 12 shall be deemed a material breach and (without prejudice to its other remedies) the Customer shall be entitled to immediately terminate the Contract.
The Customer shall be entitled to demand a certificate of origin for any Goods (Certificate of Origin) that it receives from the Supplier and, in the event that the Supplier refuses to supply a Certificate of Origin, the Customer is entitled at its sole discretion to terminate the Contract.
14.1 Notwithstanding any other rights or remedies available to it, the Customer may terminate this Agreement or any Contract with immediate effect and at its sole discretion, by giving written notice to the Supplier in the event that the Supplier:
(a) commits a material breach of this Agreement Conditions or any Contract
(b) fails to comply with any of its obligations under a Contract
(c) is, or appears to the Customer to be, unable to pay its debts
(d) is the subject of any insolvency or liquidation proceedings or process, or any step of a similar nature; or
(e) suspends, or threatens to suspend, or ceases or threatens to cease to carry on, all or substantially the whole of its business.
14.2 The Customer shall be entitled to terminate or suspend performance of any Contract in whole or in part at any time without cause and at its sole discretion by giving written notice to the Supplier. In such an event the Customer undertakes to make an equitable adjustment to the relevant Contract price to reimburse the Supplier for any additional direct costs incurred by the Supplier and arising from the Customer’s instruction, but provided that (i) such costs are unavoidable, (ii) the Supplier has used all reasonable efforts to mitigate the effect of the Customer’s instruction, and (iii) the Supplier is able to provide reasonable evidence to substantiate the nature and amount of such costs
14.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
15.1 The Supplier shall be excused performance of its obligations under any Contract to the extent that any delay or failure in performing its obligations under the Contract is caused by an event or circumstance that is beyond the Supplier’s reasonable control, and which by its nature could not have been foreseen by the Supplier, or, if it could have been foreseen, was unavoidable, provided that the Supplier (1) shall inform the Customer of any event or circumstance which has or may be expected to interrupt performance as soon as the Supplier becomes aware of such event or circumstance, and (2) shall use all reasonable endeavours to cure any such events or circumstances and resume performance under the Contract as soon as possible.
15.2 If any events or circumstances prevent the Supplier from carrying out its obligations under the Contract for a continuous period of more than [60] Business Days, the Customer may terminate this Contract immediately by giving written notice to the Supplier.
16.1 Assignment and subcontracting
17.1.1 The Customer may at any time assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations under this Agreement or any Contract.
17.1.2 The Supplier may not assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations under this Agreement or any Contract without the Customer’s prior written consent.
16.2 Notices
16.2.1 In the absence of any other instructions from the Customer or other position agreed between the parties, any notice or other communication given under or in connection with this Agreement or any Contract shall be in writing, addressed to that party at its principal place of business and may be delivered personally, by post, recorded delivery, commercial courier, fax or e-mail.
16.2.2 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
16.3 Severance
16.3.1 If any court or competent authority finds that any provision of this Agreement or any Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
16.3.2 If any invalid, unenforceable or illegal provision of this Agreement or any Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
16.4 Waiver
A waiver of any right or remedy under this Agreement or any Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
16.5 Third party rights
A person who is not a party to this Agreement or any Contract shall not have any rights under or in connection with it.
16.6 Variation
Except as set out in these Conditions, any variation to this Agreement or any Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Customer.
16.7 Governing law and jurisdiction
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England.
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Performance Doorset Solutions Ltd is a trading name registered in England & Wales
Performance Doorset Solutions Ltd, Greenvale Business Park, Todmorden Road, Littleborough, Lancashire 0L15 9AZ
