1. Definitions: “Purchase Order Conditions” means the conditions
hereinafter set out.
“The Company” means Green Frog Connect Limited
“The Supplier” means the person, firm or company to whom the Purchase
Order is addressed.
“Purchase Order” means the Company’s official numbered order which
specifies that these conditions apply to it (as amended by any Variation hereinafter defined) and which is signed before issue by an authorised
representative of The Company.
“The Goods” means any goods, articles, materials, services or work or any part of them as described in the Purchase Order Particulars.
“Variation” means any variation to the Purchase Order which is properly
authorised in writing by The Company’s authorised representative, including the alteration or modification of The Goods and includes the addition, omission or substitution of all or any part of The Goods.
“The Delivery Period” means the time for execution of the order of any part thereof and the final latest date for delivery of all of The Goods shall be as defined upon the Purchase Order.
2. Entire Agreement: This Order constitutes the entire Agreement between The Company and The Supplier with regard to the supply and purchase of The Goods. No other documents, correspondence, quotations,
order acknowledgements, delivery tickets, invoices or the like will be deemed to constitute any part of the contractual agreement between The Company and The Supplier in relation to the supply and purchase of The
Goods. In the case of any conflict or variance between the Purchase Order and these Purchase Order Conditions on the one hand, and any Suppliers
acknowledgement of order and conditions on the other hand, the supply or execution of The Goods or any part thereof or any purported acceptance of
the Order by the Supplier shall be deemed to be an acceptance by the Supplier of the Purchase Order and these Purchase Order Conditions, and any terms or conditions at variance therewith sought to be imposed by the Supplier shall have no effect and are hereby cancelled. Without prejudice to the generality of the foregoing any terms or conditions advanced by the Supplier at any time which purport to cancel or modify the Purchase Order or these Purchase Order Conditions shall be entirely ineffective and shall not be deemed to constitute a counter-offer for the purpose of interpreting the terms of any contract between The Company and The Supplier.
3. The Order: The Company will not be held responsible or liable for any goods or services supplied without a valid Purchase Order.
4. The Price: The price as stated in the Order shall be a fixed price and shall not be subject to any variation whatsoever, except as described in Clause 6 below headed “Variations”.
5. Quantity and Quality: The Goods shall be of merchantable quality of the best materials and workmanship and fit and safe for the purpose intended, complaint with all relevant current published British and European Standards and shall conform as to quantity, quality and specification with the particulars stated upon and referred to upon The Purchase Order. Any failure by The Supplier to conform to these requirements in all respects shall entitle The Company to reject The Goods at any time, which shall in that event be returned to their point of origin at the Suppliers expense and no payment shall be due from The Company to The Supplier under or in connection with this Purchase Order.
6. Variations:
a) The Supplier shall not alter any of The Goods, except as directed in writing by The Company but The Company shall have the right
at any time, by notice in writing to The Supplier, to add to or omit, or otherwise vary The Goods, and The Supplier shall subject to sub-clause (c) hereof carry out such Variations and be bound by the same conditions, so far as applicable, as though the said Variations were stated upon The Purchase Order.
b) Where The Supplier receives any such direction from The Company which in The Supplier’s opinion would occasion an amendment to the total Purchase Order Value, The Supplier shall, within 7 days, give written notice to The Company to that effect, stating the firm value of any such amendment, ascertained and determined at the same level of pricing as that
contained within the Supplier’s quotation. Where such notice is not given by The Supplier within the prescribed 7 days, The Supplier shall have no entitlement to any additional payment over and above the total Purchase Order value.
c) Where The Supplier does properly give the notice prescribed in clause 6(b), but The Company does not agree with the value or price quoted by The Supplier, The Company shall make an equitable valuation of any additional payment due to The Supplier and shall communicate that valuation in writing. Any Goods subsequently delivered by The Supplier in response to the written directions of The Company shall be deemed to constitute The Supplier’s unequivocal acceptance of The Company’s notified valuation of the sum to be paid for said additional or varied Goods.
d) If, in the opinion of The Supplier, any such direction is likely to prevent the Supplier from fulfilling any of his obligations under the Order he shall so notify the Company within 2 days of receipt of the relevant direction and The Company shall decide with all reasonable speed whether or not the same shall be carried out and shall confirm its further directions in writing and modify The Purchase Order to whatever extent as may in the opinion of The Company be appropriate. Until and unless The Company confirms their said directions in writing, no such directions shall be deemed to have been given.
7. Delivery:
a) Each delivery shall be accompanied by an advice note showing the Purchase Order number, date of delivery, the quantity, the weight and full description of The Goods delivered. The Supplier shall obtain a receipt for The Goods delivered signed by The Company’s duly authorised representative on a duplicate copy of the advice note which will be forwarded to The Company with the Supplier’s invoice. Such signature shall be deemed to confirm only receipt of a delivery of goods from The Supplier, and shall not in any way constitute a confirmation in respect of the quality, quantity, specification compliance, prices, or undamaged condition of the Goods received.
b) The Goods shall be despatched, delivered to and unloaded at the address shown on the Purchase Order at The Suppliers risk and cost. The Goods shall be unloaded and left by The Supplier in the location(s) as directed by The Company’s site personnel.
c) The Company reserves the right to reject partial deliveries of the Goods.
d) The Supplier shall obtain The Company’s confirmation of their readiness for execution of any works or to accept delivery of The Goods prior to the commencement of any works or the delivery of any of The Goods by The Supplier. If necessary, The Supplier shall store The Goods without charge until The Company is ready to take delivery thereof. The Supplier shall at its own risk and expense forthwith upon notice in writing by The Company remove any goods delivered or executed without having
obtained the Company’s confirmation of readiness for commencement of the works or to accept delivery.
e) In the case of any delivery comprising packages having a volume in excess of one cubic metre or weighing more than half a tonne, The Supplier shall give to The Company not less than 10 working days notice in writing of The Supplier’s intention to deliver such packages stating the Purchase Order number, the quantity and full description and weight of The Goods to be delivered and the date and specific time of the proposed delivery.
f) The Supplier shall deliver with each consignment of materials, goods and/or services such written information and manuals as may be reasonably necessary for the proper handling, use, installation, operation, commissioning, processing, storage and maintenance of the materials, goods and/or services without risk of damage or injury to persons or property. Under the COSHH Regulations The Supplier is to provide upon delivery to site Documentary Assessment/Data Sheets of all materials, goods and/or services covered by this Regulation. Where The Supplier is delivering goods/materials on a vehicle with any mechanical off-loading facility, the operator must be the holder of the appropriate competency certificate, i.e. Construction Industry Training Board for safe operation of same.
8. Time of Delivery:
a) Time is of the essence in respect of this Purchase Order, and failure by The Supplier to complete delivery of The Goods by the date or within the time specified in the Purchase Order (or within a reasonable time if no date or time is so specified) shall relieve The Company, if it so chooses and without prejudice to any of its other legal rights or remedies, of any obligation to accept, or to make any payment in respect of, The Goods.
b) Should The Company be prevented from accepting delivery of any part of The Order at the time provided for delivery by reason of industrial action, fire, accident, weather or natural conditions, force majeure, or any other cause beyond The Company’s reasonable control, The Company shall inform The Supplier as soon as it is reasonably practicable to do so, and the time for delivery and the provisions for time of payment shall be extended until the operation of the causes preventing delivery have ceased; or the Purchase Order may, at the Company’s sole discretion, be cancelled. In the event of such cancellation The Company shall pay to The Supplier their net costs reasonably incurred as a direct consequence of the cancellation, such payment amount will be capped at the amount received by The Company under its associated contract with its employer.
c) The Company may, by written notice, require The Supplier to supply The Goods in such sequence as the Company may decide, or to suspend or postpone The Supplier’s delivery dates.
d) The Supplier shall immediately give notice to The Company as soon as it becomes aware that the delivery dates are unlikely to be met.
e) Deliveries can only be accepted by The Company between 8.30am and 4.00pm, unless with prior arrangements.
9. Incorrect Delivery: All of The Goods must be delivered to the delivery point specified in the Purchase Order. If any of The Goods are incorrectly delivered, The Supplier shall be fully responsible for any and all additional expense incurred in delivering them to their correct destination and for any direct, indirect or consequential losses or costs incurred by The Company as a result of The Supplier’s incorrect delivery. The Company shall have no liability to make any payment to The Supplier whatsoever in respect of any Goods delivered to an incorrect location, not properly delivered to an
authorised representative of The Company, or which do not comply with the terms, specifications or requirements of this Purchase Order in any way.
10. Rejection of Goods:
a) In the case of Goods delivered by The Supplier not conforming to this Purchase Order, The Company shall have the right to reject such Goods within a reasonable time of their delivery and thereby cancel this Purchase Order and to purchase The Goods elsewhere (or as near as practicable Goods to the same specifications and conditions as circumstances shall permit) but without prejudice to any other right which The Company may have against The Supplier. The making of payment or transfer of title in The Goods shall not prejudice The Company’s right of rejection and cancellation, in which event The Supplier shall indemnify The Company and be liable for all direct, indirect and consequential losses or costs incurred by The Company.
b) The Company may at The Supplier’s risk and expense, remove and store any of The Goods so rejected and The Supplier shall indemnify The Company in respect of all direct, indirect and consequential losses and costs thereby incurred by The Company. The Supplier will at the request of The Company forthwith remove any rejected goods and shall make good any damage or loss thereby occasioned.
c) The Supplier shall, if required by the Company at its entire discretion, make good any defects or damage in the Goods and/or replace any defective Goods, within the time limits as required by the Company. The Supplier shall indemnify the Company for all expenses, losses and claims associated with the supply of any such defective or damaged Goods.
11. Loss or Damage in Transit: The Company shall advise The Supplier in writing of any loss or damage discovered within the following time limits.
a) Partial loss, damage, defects or non-delivery of any separate part of the consignment shall be advised within 30 days of the date of delivery of the consignment or part consignment.
b) Non-delivery of the whole consignment shall be advised within 21 days of receipt of notice of despatch.
c) Subject to The Company’s rights under Condition 10 hereof The Supplier shall with all possible speed make good free of charge to the Company any loss of or damage to or defect in The Goods and shall indemnify The Company against any losses or expenses suffered as a result of the initial non-delivery, regardless of the cause(s) of the non-delivery.
12. Property and Risk: The property in The Goods shall pass to The Company when off-loaded in good condition at the point of delivery shown on the face of the Purchase Order, or when received by the Company by any other means in the case of deliverables from services, or when paid for in part or in full by The Company, whichever is the earlier; but this shall be without prejudice to any right of rejection or compensation / rejection which may accrue to The Company as a result of any failure of The Supplier to comply with his obligations hereunder.
13. Charges: Charges in respect of any returnable packaging or its removal are not accepted by The Company. The Supplier shall arrange for collection and disposal at its cost of any returnable packaging, chemical drums, containers or the like in which any Goods or materials are delivered within 7 days of The Company’s request to do so. Returnable packaging shall be clearly recorded by The Supplier on its Advice Note. The Company shall have the right to dispose of returnable packaging at the end of the sixth week from date of delivery if The Supplier fails to
collect such packaging free of charge within this period, and to recover all costs of such disposal from The Supplier.
The Company accepts no liability for loss or damage to returnable packaging occurring from the date of delivery or in respect of packaging which is not soundly built and constructed for easy unpacking of Goods without damage to the returnable packaging.
14. Invoicing: An invoice in triplicate and accompanied by a copy of the advice note signed by an authorised representative of the Company must be rendered by The Supplier within 14 days of the delivery of the Goods or within 28 days of completion of any works.
The invoice shall contain:-
- The Purchase Order number and Site Address along with the relevant contract number (whenever advised by The Company).
- A full description and quantity of the Goods
- The number and date of the advice note
- The price each and total value of the invoice indicating the material and labour element separately where applicable. Only prices which match those upon the Purchase Order will be paid; any incorrect prices, rates or sums will render The Supplier’s invoice null and void as if it had never been issued.
- Value Added Tax, where applicable shall be shown separately on all invoices.
All Supplier invoices must be sent by e-mail and post to the individual that raised the Purchase Order and also to the e-mail address: Purchase-Ledger@greenfrogconnect.co.uk in order to be valid.
15. Terms of Payment: Unless otherwise stated upon the Purchase Order, payment will be made within 60 days from the end of the month in which The Supplier’s invoice is received by The Company. This payment period is subject to The Company’s right to query any item of the invoice, in which event the agreed period for payment of The Supplier’s invoice shall be 60 days after agreement of the invoice is communicated in writing to The Supplier or 60 days after receipt of the requisite credit note from The Supplier, whichever is the later.
The Supplier shall be entitled to charge interest on any properly rendered invoice payment for which remains outstanding beyond the agreed payment terms at the rate of 2% per annum over the base rate of the Bank of England current at the payment due date. The Company and The Supplier both agree that this interest rate constitutes a substantial remedy for the late payment of a commercial debt and that no further sums whatsoever by way of interest or compensation for late payment will be due to The Supplier.
In the event that The Company’s employer, client or other third party with ultimate responsibility for making payment for the work or The Goods under the head or main contract to which this Purchase Order is related, becomes insolvent in any way (as defined in Section 113(2) of The Housing Grants, Construction and Regeneration Act 1996), then The Supplier will only be entitled to receive payment from The Company to the same extent that The Company ultimately receives payment from its client/employer in respect of The Goods.
16. Patent Rights: The Supplier shall fully indemnify The Company against any action, claim, demand, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any letters, patent, registered design, copyright, trade-marks or trade names by use or sale of The Goods and against all direct, indirect and consequential losses, costs and damages which The Company may incur in any action for such infringement or for which The Company may become liable in any such action.
17. Warranty: The Supplier shall as soon as reasonably practicable repair or replace all Goods which are or become defective during the period of 30 months from installation, or as otherwise agreed between the Parties in writing, where such defects occur under proper usage and are due to faulty design, The Supplier’s erroneous instructions as to use or erroneous use of data or inadequate or faulty materials or workmanship, or any other breach of The Supplier’s warranties, express or implied. Repairs and replacements shall themselves be subject to the foregoing obligations for a period of 18 months from the latest dates of delivery, reinstallation or passing of tests (if any) whichever is appropriate after repair or replacement.
18. Indemnities: The Supplier shall indemnify and hold harmless The Company from any direct, indirect and consequential losses, costs, damages, and expenses, including all legal fees incurred or sustained by The Company by reason of The Supplier’s breach of, or failure to fully conform to, the terms of this Purchase Order.
19. Liquidated Damages: If the Supplier fails to fulfil their obligations under this Purchase Order by the stipulated delivery date or within the stipulated delivery period, then the supplier shall pay or allow to The Company by way of liquidated or ascertained damages an amount which will be either: (a)the same as that to which The Company is itself liable for under its contract with its client or employer; or, (b) if there is a daily rate of Liquidated Damages set out on the Purchase Order form, that daily rate of liquidated damages shall apply and be paid by the Supplier for each day that delivery is late.
20. Drawings and Information: Where drawings or other information are supplied by The Company to enable The Supplier to fulfil this Purchase Order, such drawings and other information shall remain the property of The Company and shall be maintained by The Supplier in safe custody at all times. The Supplier shall indemnify The Company against all direct or indirect losses or expense incurred by it, resulting from a breach of this clause.
It shall be the responsibility of the Supplier, as far as practicably possible, to ensure the correctness and completeness of any such drawings or information and the Supplier shall inform the Company immediately and hold it harmless in the case of any errors, omissions or discrepancies therein.
Any such drawings or other information shall be regarded by The Supplier as secret and confidential and shall not without the consent in writing of The Company be published or disclosed to any third party except for the purpose of implementing this Purchase Order and with the prior approval of The Company.
21. Responsibility for Information: The Supplier shall be responsible for any errors or omissions in any drawings, calculations, packing details or other particulars which it has supplied, whether such information has been commented upon or approved by The Company or not, provided that such errors or omissions are not wholly and directly due to inaccurate information furnished in writing by The Company.
22. Progress and Inspection: The Company’s representative shall have the right to check upon progress and inspect all Goods at The Supplier’s works and the works of The Supplier’s sub-contractors or sub-suppliers at all reasonable times and to reject goods that do not comply with the terms of this Purchase Order. The Supplier’s subcontracts and purchase contracts shall be made accordingly. Any inspection, checking, approval or acceptance given on behalf of The Company shall not relieve The Supplier (or his subcontractors or sub-suppliers) from any obligation under this Purchase Order.
23. Deterioration: Except where stated otherwise in the Purchase Order, The Supplier shall fully and adequately protect any item or part that might deteriorate during transportation or storage.
24. Assignment and Subletting: The Supplier shall not assign or sublet all or any part of this Purchase Order without the prior consent in writing of The Company.
25. Supplier’s Default:
Should it appear to The Company,
(i) that the order is not being executed by The Supplier in accordance with or as specified in the Purchase Order, or,
(ii) that The Supplier has not made sufficient progress to ensure the delivery of The Goods by the date or within the periods stated in the Purchase Order, or that such time has already expired, or,
(iii) that The Supplier has refused to carry out the reasonable instructions of The Company for the execution of the Purchase Order, then The Company may give to The Supplier seven days’ notice specifying the default and requiring The Supplier to make it good notwithstanding that the delivery period has not yet expired and would have not done so at the expiration of the notice given hereunder. If The Supplier fails to make good his defaults within the time specified in The Company’s notice, or, if no time is specified, within a reasonable time, The Company may terminate the Purchase Order contract in whole or in part and perform himself or through another party such aspects of the Purchase Order as The supplier has failed to perform or make such modifications, substitutions or additions to the Purchase Order as The Company considers necessary to ensure the satisfactory execution thereof. The Company shall not be liable for any costs, losses or the like suffered by The Supplier as a result of The Company’s action under this condition and shall be indemnified by The Supplier against any direct, indirect or consequential loss or damage incurred as a result of The Supplier’s breach hereunder.
26. Supplier’s Insolvency: If The Supplier becomes insolvent or (being a Company) makes an agreement with its creditors or has a Receiver, Liquidator or Administrator appointed or commences to be wound up (other than for purposes of amalgamation or reconstruction), The Company may without prejudice to any of its other rights terminate the Purchase Order forthwith by notice to The Supplier or to any other person in whom the order may have become vested. Any materials held in The Supplier’s works at the time that The Supplier becomes so insolvent (or makes an arrangement with his creditors or has a Receiver, Liquidator or Administrator appointed or commences to be wound up), that have already been paid for by The Company as a part payment of this Purchase Order, shall be deemed to be the property of The Company and shall not be held to be part of the assets of The Supplier. These materials shall be released forthwith to The Company on demand.
27. Company Materials:
(i) Where materials or components are supplied by The Company to The Supplier for the purpose of manufacture for The Company, title to the said materials or components shall remain with The Company who may retake possession at any time without prior notice. All such materials and components shall be insured by The Supplier at The Supplier’s cost whilst in his possession or under his control.
(ii) All such materials and components shall be kept separate and apart from all other materials belonging to The Supplier or other parties, and shall be marked as the property of The Company
and shall not be removed from The Supplier’s premises without prior consent of The Company.
(iii) The Supplier will indemnify The Company in respect of the costs of any such materials and components which are damaged, not returned, not satisfactorily accounted for or waste of such materials arising from bad workmanship or negligence of The Supplier, and will be charged to The Supplier. The Supplier will at all times furnish when required a statement giving all relevant details concerning The Company’s materials and components in his possession.
28. Termination: The Company may terminate the Purchase Order, in whole or in part by written notice to The Supplier at any time without assigning any reason but specifying that the termination is pursuant to this condition. In such event, the total Purchase Order price shall be equitably adjusted so that The Supplier shall be paid only the proportion of the total Purchase Order Value that fairly reflects the value of The Goods properly supplied to The Company at the date of termination. No allowance for anticipated or lost profit for performance not rendered or direct, indirect or consequential losses or damages shall be made in calculating the payment due to The Supplier upon termination. Provided always that the Supplier’s written claim for adjustment is received within 30 days of the effective date of termination. The Company shall have no liability for payment of any other compensation howsoever arising except as expressly stated herein.
This provision shall not be deemed to limit or otherwise affect The Company’s right to cancel this Purchase Order under any other clause. Upon receipt of the termination notice under this Condition The Supplier shall stop work to the extent specified in the notice and take such action as may be necessary or as The Company may direct for the transfer, protection, preservation of property and contractual rights which are related to the termination. The Supplier shall at all times use its best endeavours to minimise its costs.
29. Force Majeure: In the event that either party is rendered unable, wholly or in part by circumstances beyond its reasonable control including any form of Government intervention, acts of God, wars, rebellion, insurrection, strikes and lockouts (excluding strikes, lockouts or other industrial disputes or actions amongst employees of The Supplier) to carry out its obligations under this Purchase Order, other than any obligation to make payment of amounts due for work already performed, then the performance of this Purchase Order may be suspended by written notice specifying and substantiating the source of the force majeure event. If due to a force majeure event delivery cannot be made within a reasonable time after such suspension of performance by either party, then the Purchase Order may be cancelled by either party giving notice in writing to the other. The Company shall not be liable to The Supplier for any costs or claims whatsoever in respect of such force majeure suspension or cancellation of the Purchase Order.
30. Statutory Requirements: The supplier warrants that the design, construction and quality of The Goods complies in all respects with all relevant requirements of any Statute, Statutory Rule or Order, including The Health and Safety at Work Act 1974 and all other active Health and Safety Regulations and Statutes, and any modifications thereto and any regulations made pursuant thereto, or any other instrument having the force of law which may be applicable at the time The Goods are supplied whether or not such relevant provision has been brought to The Supplier’s attention by The Company.
31. Remedies and Waiver of Rights: The remedies herein reserved to the Company shall be cumulative and in addition to any other or further remedies provided in law or Equity. The failure by either party to insist upon strict adherence to any provision of this Purchase Order on any
occasion shall not be considered as a waiver of any right thereafter to insist upon strict adherence.
32. Severability of Terms: Should any provision of these Purchase Order Conditions be deemed to be invalid, unenforceable or illegal by the courts of the jurisdiction to which they are subject, such a finding shall not prejudice or affect the validity, enforceability or legality of any of the remaining provisions of these Purchase Order Conditions.
33. Third Party Rights: Nothing contained within these Purchase Order Conditions shall be deemed to confer any rights upon any third party and the provisions of The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Purchase Order.
34. Applicable Law: This Purchase Order shall be construed and governed in all respects by English Law and the agreement shall be deemed to have been made in England and both parties agree to submit to the exclusive jurisdiction of the English Courts.
35. Dispute Resolution: In the event of a dispute arising in connection with the supply of Goods under this Purchase Order, then either party shall have the right to refer the dispute to Adjudication at any time. Any such Adjudication shall be subject to the rules set out in the current Scheme for Construction Contracts (England and Wales) Regulations and the Adjudicator’s Decision shall be binding upon the parties unless and until the matter has been decided by the English Courts, or has been agreed in writing between the parties.
