Norgren Terms and Conditions of Purchase
1. GENERAL
1.1 In these Conditions the following words shall have the following meanings (unless the context otherwise requires):-
1.1.1 'CIP' means CIP as defined in the edition of the rules for interpretation of trade terms known as Incoterms current as at the date of the Order;
1.1.2 'Company' means Norgren Limited;
1.1.3 'Order' means the Company's order for the Products;
1.1.4 'Products' means all products and/or services and associated documentation covered by the Order; and
1.1.5 'Supplier' means the person, firm or company to whom the Company's Order is issued.
1.2 These Conditions shall apply to and be incorporated in the contract between the Supplier and the Company for the supply of the Products ("Contract") and shall be in substitution for any ongoing arrangement made between the Supplier and the Company and shall prevail over any inconsistent terms or Conditions contained in or referred to in the Supplier's quotation or acceptance of Order or correspondence or elsewhere or implied by trade custom or practice or course of dealing. No addition to or variation of or exclusion or attempted exclusion of the Order and/or these Conditions or any of them shall be binding upon the Company unless specifically agreed to in writing and signed by a duly authorised representative of the Company.
1.3 All the provisions of the Contract between the Company and the Supplier are contained in or referred to in the Order and in these Conditions. The Supplier's execution or commencement of work pursuant to the Order or any Delivery pursuant to the Order or acceptance of any progress payment constitutes acceptance of the Order and these conditions by the Supplier where acceptance has not previously been communicated to the Company. In no circumstances will any conditions of sale submitted at any time by the Supplier be applied to the Contract and any failure by the Company to challenge any such conditions of sale does not imply acceptance of those conditions of sale.
1.4 In the event of a conflict between any of these Conditions and any specific term on the face of the Order, the latter shall prevail.
1.5 These Conditions (as amended from time to time) shall apply to all future Contracts for the supply of Products by the Supplier to the Company.
1.6 Headings appear for convenience only and shall not affect the construction of these Conditions.
2. ELECTRONIC TRADING
2.1 All Orders made electronically shall be valid if all the information agreed between the Supplier and the Company as being required is properly set out in the agreed format and the Order is transmitted by the Company to the Supplier by reference to the correct identification code and is received by the Supplier when collecting its electronic mail from the relevant system.
2.2 Each valid electronic Order will be deemed accepted by the Supplier unless the Supplier communicates rejection of the Order to the Company by electronic or other means (including telephone) within twenty four (24) hours of receipt of the Order by the Supplier. Acceptance of an Order shall constitute a Contract for sale and purchase to which these Conditions shall apply.
3. DELIVERY
3.1 Unless otherwise agreed in writing by the Company, delivery shall be deemed to take place when the Products are offloaded from the Supplier's designated delivery vehicle at the delivery address specified in the Order and delivery has been accepted by an authorised representative of the Company in accordance with Clause 4 of these Conditions ("Delivery").
3.2 The date or period for Delivery shall be that specified in the Order and shall be of the essence of the Contract. Consignment, part deliveries or deliveries in excess of the quantity ordered may be rejected unless the Company has agreed in writing to accept such deliveries.
3.3 The Supplier shall upon request furnish such programmes and progress reports of manufacture and Delivery as the Company may reasonably request and the Supplier shall give notice in writing to the Company forthwith if such programmes are likely to be delayed. Without prejudice to any other rights accruing to the Company any substitute date for Delivery or period for Delivery agreed by the Company in writing shall also be of the essence of the Contract.
3.4 The Company's Order number shall be printed or written legibly by the Supplier on all Products delivered by package or parcel and on all related despatch notes and invoices submitted to the Company.
3.5 All Products must be delivered at the delivery point specified in the Order or if no delivery point is specified, at the Company's premises, and at the times either specified or agreed by the Company in writing.
3.6 If the Products are not delivered on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to:
3.6.1 cancel the Contract in whole or in part;
3.6.2 refuse to accept any subsequent delivery of the Products which the Supplier attempts to make;
3.6.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Products in substitution from another supplier; and
3.6.4 claim damages for any additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier's failure to deliver the Products on the due date.
3.7 Unless specifically agreed to the contrary, all trade terms shall be interpreted in accordance with the Incoterms current at the date of the Order. Except as otherwise set out in these Conditions, all Products delivered to the Company from outside of the U.K. shall be delivered CIP the delivery point specified in the Order or if no delivery point is specified, CIP the Company’s premises.
3.8 For Products purchased from outside the home country of the Company, unless otherwise stated in the Order the Supplier is responsible for obtaining all necessary documentation for export of the Products to the home country of the Company and for the import of the Products into the home country of the Company including all applicable export and import licences and the Supplier shall be responsible for all and any delays and charges incurred due to export and/or import licences not being available when required.
3.9 The Supplier agrees to supply the Company on request with such declarations and documents as may be reasonably required to establish the origin of the Products and the manner in which they qualify for EC EEA or EFTA preferences or duty exemptions.
3.10 In the event of any fire, explosion, terrorist activity or accident or other matter or occurrence which for any reason prevents or hinders the use of any Products, Delivery of such Products and/or payment therefor may be suspended or postponed at the Company's sole option until the circumstances preventing or hindering the use of Products have ceased.