Terms and Conditions

The following document outlines the Terms and Conditions of the passengerliftservices.co.uk website.

 

1. Definitions

The "Company” is Passenger Lift Services Ltd.

The "Supplier" means the person, firm or company to whom the Purchase Order is addressed.

The "Goods" means the goods and materials specified in the Purchase Order.

The "Services" means the work and services specified in the Purchase Order.

"Additional Terms” are conditions of purchase specified by the Company from time relating to the Company's purchase of particular types of goods and referred to in the Company's Purchase Order by code letters and numbers. Such terms will normally be attached to the Purchase Order referring to them, and additional copies will be supplied on request by the Company.

"Conditions of Purchase" means the terms and conditions set out herein together with the terms stated and any Additional Terms.

"A Purchase Order" means a properly signed printed and numbered order form issued by the Company.

 

2. Systems Documents

a) Delivery Note: All goods shall be accompanied by a detailed delivery note stating the Purchase Order number, the date and number of any relevant delivery schedule, and giving identification particulars of any goods supplied, including the Company's part number, drawing number or specification number and the issue and/or modification letters or numbers where these are known to the Supplier.

b) Invoice: Except where the Company has a self-billing arrangement with the Supplier, the following provisions shall apply to invoices, The invoice shall state the Purchase Order number. The part number, the delivery note number and the date and number of any relevant delivery schedule shall be stated if any have been quoted to the Supplier. Otherwise a sufficiently detailed description to enable the Goods and/or Services to be identified shall be given. Where any charge is made for Value Added Tax, the invoice shall be in the form as laid down from time to time by H.M. Customs and Excise for Value Added Tax purposes.

c) Monthly Statement: Any monthly statement of account must list the invoices to which it relates and must be sent to the address for invoices on the Purchase Order.

d) Advice Note: On despatch the Supplier shall send to the Company by separate post an advice note stating every carrier employed to transport the Goods and all the matters stated on the delivery note.

e) No document sent by the Supplier will be considered by the Company to be relevant to the Purchase Order unless the appropriate Purchase Order number is quoted.

 

3. Formation of contract-issue of Order and acceptance.

a) No terms or conditions submitted or referred to by the Supplier in any document or orally shall form part of the contract between the Company and the Supplier unless agreed to in writing by the Company.

b) Without prejudice to any other mode of acceptance the commencement of any work on or connected with the Goods (including work in connection with samples and tooling) or the commencement of the supply of any of the Services will comprise acceptance by the Supplier of the Purchase Order on the Conditions of Purchase.

c) The agreed price will normally be specified in the Purchase Order. If the price is calculable but not given as a monetary amount the Supplier will notify the Purchasing Manager of the agreed monetary amount as soon as possible after receipt of the Purchase Order, or must be prepared to accept delay in payment. Where the price quoted by the Company is not the agreed price, any notification by the Supplier of a new agreed price shall not vary the Conditions of Purchase otherwise.

d) The prices on the Purchase Order exclude Value Added Tax.

 

4. Variations

a) The Company shall be entitled to regulate the rate of delivery of the Goods and/or the rate of supply of the Services by means of delivery schedules.

b) i) the designs and/or the specifications applicable to the Goods and/or the details of the supply of the Services covered by the Purchase Order.

ii) the method of shipment and packing

iii} the place of delivery or supply

c) The Company may agree reasonable adjustments to the time for delivery or supply and/or the price of the Goods and/or Servicesnecessitated by such changes.

d) The Supplier shall not make any changes in the design or composition of any Goods or the details of any Services without the Company's prior written consent.

e) Ifstrikes, accidents or other unforeseen contingencies cause stoppage or delay in the Company's or the Supplier's production the Company shall be entitled to cancel, extend, suspend and/or vary the Purchase Order or any part of it, and to pay only for Goods and Services actually accepted.

 

5. Operation

a) Payment will be made only after an invoice and a monthly statement have been received from the Supplier or after the Company has generated a self-billing invoice. Ownership of the Goods shall pass to the Company when they are delivered to the address specified in the Purchase Order

b) Unless the Company expressly agrees in writing all Goods are to be delivered carriage paid. Containers and packing are to be supplied free but will be returned at the Supplier's risk and expense

c) Time for delivery of the Goods and supply of the Services is of the essence of the Contract

d) The Company shall not be bound to accept or pay for any Goods or Services unless the same are specified in a Purchase Order and the risk in the Goods shall pass to the Company only when they are delivered to the address and in the place specified in the Purchase Order and the signature of an authorised member of the Company’s goods receiving department is obtained on the document quoting the number of the Purchase Order. The Company will not be deemed to have accepted the Goods until it has had a reasonable opportunity of examining them for the purpose of ascertaining whether they are in conformity with the contract.

e) i) If required by the Company the Supplier shall submit samples for approval and the bulk of the Goods shall not be started until the Company has communicated its approval in writing. The Company may retain the samples until the whole of the Goods are delivered,

ii) Any person duly authorised by the Company shall not unreasonably be refused permission by the Supplier to enter any works warehouses or other premises under the Supplier's control to inspect any tools or materials procured or used for the manufacture of the Goods or the process of manufacture carried out by the Supplier or the completed Goods themselves before despatch

iii) Any person duly authorised by the Company shall be entitled to remove samples of tools and Goods in process of manufacture and completed Goods and if any changes, adaptations, modifications or improvements are required by the Company to bring the Goods up to specification the Supplier shall carry out the same immediately.

f) (i) All drawings, specifications, patterns, tools, free issue materials and documents or things supplied, or fully paid for by the Company shall be identified as the Company's property and unless otherwise agreed in writing remain or become the property of the Company. They shall be returned to the Company in good condition immediately upon request, and they, and the Conditions of Purchase, shall be treated by the Supplier as confidential and shall not be communicated to any other person nor used by the Supplier for any purpose other than in connection with the Company's purchase Order. In addition, the Supplier shall ensure that all such tooling is maintained in good condition and shall replace any such tooling, or part thereof, lost or damaged and shall adequately insure against loss or damage thereof. The Supplier shall not advertise or publish the fact that it is or has become a supplier to the Company without the Company's prior written consent. The Supplier waives any lien which it might otherwise have whether at the date hereof or subsequently on any of the Company's property for work done thereon or otherwise. This paragraph shall not be construed as a waiver of any other right of recovery of anyother charges that may be due to the Supplier for such work.

ii) The Supplier will not without the prior written authority of the Company sell, hire, use or otherwise dispose of to or for any other person, any Goods manufactured by the Supplier to the Company designs, drawings or specifications or based upon them, or any tooling designed for use in their manufacture, and the Supplier shall refer to the Company all enquiries received for such Goods or tools

iii) The Company shall have an option which shall be exercised by written noticeto pay not more than the balance of the replacement cost for the outright ownership of any materials, samples, jigs, patterns, tooling or any other item essential to the manufacture of the Goods to a design drawing or specification supplied by the Company at such place and time as the Company shall stipulate. Within 30 days of receipt of the option notice the Supplier will notify the Company of the amount claimed as the said un-recovered balance and the Company will within 1 month pay the amount agreed or if it is not agreed the amount fixed by an independent Chartered Accountant acting as an expert and selected by the president for the time being of the Institute of Chartered Accountants in England and Wales.

g) This contract shall be performed by the Supplier, and no part of it shall be assigned, sub-let or sub-contracted by the Supplier without the written permission of the Company.

(h) If the Goods have determinable shelf life the Supplier shall advise the Company of the storage conditions recommended for the longest possible shelf life and the minimum duration thereof

(i) As required by the Health and Safety at Work etc Act 1974 all Goods to be supplied must be designed, tested and constructed so as to be safe without risks to health when used at work and all necessary information and instructions for the safe and proper use of the Goods must be supplied to the Company prior to the delivery of the Goods. Any exemption from the foregoing must be requested in writing and must be specifically agreed to by a statement on the Purchase Order or supplementary Purchase Order. In particular the Supplier must specify in his quotation or as soon as identified any operational or health risk which may arise during handling, storage, use, or disposal after use, including known misuses of the Goods.

 

6. Supplier's Warranties

a) Without prejudice to the rights of the Companyunder any term whether the same is expressed or implied by statute or by common law or any term of the Conditions of Purchase the Supplier shall indemnify and assist the defence of the Company against any liability, claim, proceedings, loss or damage (including any liability or loss incurred by the Company resulting from the failure of or stoppage of, or interference with the production or manufacture of any equipment goods or stock) caused by any defect in any Goods supplied by the Supplier, or arising out of or caused by any breach by the Supplier of the Conditions of Purchase. The Supplier shall if so requested by the Company accept as final and binding the decision of any English or foreign court in relation to such liability, claim proceedings, loss or damage.

b) The Supplier warrants that Goods and parts of Goods not of the Company’s design do not infringe any patent, trade mark, registered design, design right or any other like protection or the provisions of any statute, statutory instrument or regulation for the time being in force in any country and agrees to indemnify and hold harmless the Company against all judgements, decrees, costs and expenses and at its own expense and at the Company’s request defend or assist in the defence of any action which may be brought against the Company or those selling or using any of the Company’s products resulting from any infringement or alleged infringement.

c) The Supplier warrants that the Goods shall be supplied in accordance with Passenger Lift Services Ltd ‘Supplier Quality Assurance Manual’ and be of merchantable quality and fit for their purpose and that the Services shall be supplied using all reasonable skill and care

 

7. Breaches and Remedies

a) Without prejudice to any other rights or remedies possessed by the Company it is entitled to recover damages for:

i) any delay in the Company’s business due to late delivery by default of the Supplier from whatsoever cause including but not limited to reject ion by the Company for non-compliance and subsequent sorting, alteration, repair or replacement

ii) non-delivery due to the fault of the Supplier.

b) Without prejudice to any other rights or remedies possessed by the Company, the Company shall be entitled to reject any Goods or a part of any Goods delivered to it if the same do not comply exactly with any drawings, specifications or instructions supplied or given by the Company or with any sample produced by the Supplier or with the Purchase Order but if the Company does not accept such Goods which it is entitled to reject it reserves the right to pay a reduced price for them. Rejected Goods may be returned by the Company to the Supplier at the Supplier's risk and expense

c) Where the Supplier delivers or the Company accepts a part of any Goods the Company shall be entitled to pay only for the part of the Goods actually accepted and may claim any applicable remedy in respect of such part. (See Clause 7(a) above)

d) Where Clause 3(c) applies, where Goods or a part of Goods have been taken and used in the business of the Company and the Supplier has not notified the Company of any new agreed price, the price payable shall be that specified on the Purchase Order, but if no price appears on the Purchase Order the Company reserves the right to pay a reasonable price calculated by reference to other prices paid to the Supplier for similar Goods.

e) If the Supplier fails to accept and comply with any delivery schedule submitted by the Company the Supplier shall he deemed to be in breach at the Conditions of Purchase and shall pay to the Company as damages for the breach or costs and expenses incurred by the Company as a result thereof and in particular but without prejudice to the generality of the foregoing all sums expended by the Company in securing alternative supplies of any or all the Goods {including any sum expended by reason of any increase in the price thereof) and any loss suffered by the Company as a result of delays in their production.

f) If the Company shall receive any information which leads it reasonably to believe that the Supplier will be unable, because of lack of cash or credit facilities to complete the contract satisfactorily and on time, the Company may give notice under this sub-class to the Supplier with a copy of the information and may either­ i) the Purchase Order so that only completed items may be delivered provided that they are paid for at the rate agreed or ii) cancel the Purchase Order summarily by notice in writing without compensation to the Supplier. The exercise of this clause shall not prejudice any rights of the Company, under the Conditions of Purchase or the law related to insolvency.

g) Any excess Goods delivered which are not accepted by the Company will remain at the Supplier's own risk and expense and the Company may at anytime return the same to the Supplier at such risk and expense. The Company may notify the Supplier in writing of the price at which it would be willing to accept Goods in excess of the quantities specified in the Purchase Order and such notice shall not constitute acceptance of the Goods unless the Supplier agrees the price notified.

 

8. Miscellaneous

a) The Company hereby gives notice that the business of the Company is such that any defect in the Goods and/or Services which the Supplier supplies is liable to cause serious financial loss and/or physical injury

b) If the whole or part of the Goods is required to fulfil a contract for a British or foreign government department that whole or part shall be deemed to be the subject of a sub-contract made under the Conditions of Purchase and such sub-contract terms as may be in force from time to lime under the contract for the said government department and any right of determination exercisable by the government department in question as main contractor shall be equally exercisable by the Company in relation to the Supplier subject to the formula.

c) Failure by the Company to enforce any of the Conditions of Purchase shall not be construed as a waiver of its rights hereunder

d) The contract shall be construed and operated in accordance with English Law and the Supplier hereby submits itself to the jurisdiction of the English courts.

The conditions of purchase may be varied only by a supplementary purchase order or other document in writing signed by the Purchasing Manager of the Company and not by an act or statement by any person acting or purporting to act on behalf of the Company.