Terms and conditions of purchase

ST1 Limited

Terms and Conditions of Purchase

1                      INTERPRETATION

1.1                The definitions and rules of interpretation in this condition apply in these conditions.

1.2                Condition headings do not affect the interpretation of these conditions.

1.3                A reference to writing or written includes faxes but not e-mail.

2                      APPLICATION OF CONDITIONS

2.1        These conditions shall:

2.1.1     apply to and be incorporated into the Contract; and

2.1.2     prevail over any inconsistent terms or conditions contained, or referred to, in Supplier's quotation, confirmation of Order, or Specification, or other document supplied by Supplier, or implied by law, trade custom, practice or course of dealing.

2.2        Supplier's quotation constitutes an offer by Supplier to supply Goods specified in it on these conditions. No offer placed by Supplier shall be accepted by ST1 other than by ST1 and Supplier entering into a written agreement in relation to Goods or by ST1 issuing a written and executed Order or acceptance of the quotation for Goods, at which point a Contract for the supply and purchase of Goods on these Conditions will be established. Supplier's standard terms and conditions (if any) attached to, enclosed with or referred to in any quotation, confirmation of Order, specification or other document shall not govern the Contract.

2.3        These conditions apply to all ST1's purchases and any variation to these conditions shall have no effect unless expressly agreed in writing and signed by a director or duly authorised representative of ST1.

3                      QUALITY

3.1                Supplier warrants to ST1 that:

3.1.1             whilst ST1 acknowledges that Goods may be subject to natural geological variations, Goods shall be of satisfactory quality, material and workmanship, be without fault and be fit for any purpose held out by Supplier or made known to Supplier by ST1;

3.1.2             Goods will conform in all respects with the Specification, the Order, the Documentation and with all applicable British and international standards from time to time in force and samples provided by Supplier; and

3.1.3             Goods shall be properly packed and secured in such manner as to enable them to reach their destination in good condition.

3.2                ST1's rights under these conditions are in addition to the statutory conditions implied in favour of ST1 by the Sale of Goods Act 1979 and any other statute.

3.3                ST1 shall not be deemed to have accepted any Goods until it has had a reasonable time to inspect them following delivery, or, in the case of a latent defect in Goods, until a reasonable time after the latent defect has become apparent.

3.4                If any of Goods fail to comply with the provisions set out in condition 3 ST1 shall be entitled to avail itself of any one or more remedies listed in condition 10.

4                      INDEMNITY

4.1                Supplier shall keep ST1 indemnified in full against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by ST1 as a result of or in connection with:

4.1.1           a breach of a warranty or warranties specified in condition 3;

4.1.2           an infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or supply of Goods; and

4.1.3           any claim made against ST1 in respect of any liability, loss, damage, injury, cost or expense sustained by ST1's employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from Goods as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the Contract by Supplier.

4.2               The provisions of this condition 4 shall survive termination of the Contract, however arising.

5                      DELIVERY

5.1                Save in the case of an International Supply Contract, Goods shall be delivered, carriage paid, to ST1's place of business or to such other place of delivery as is specified by ST1 in the Order. ST1 shall off-load Goods unless otherwise stipulated by ST1 in the Order.

5.2                If the Contract is an International Supply Contract it shall be deemed to incorporate the latest edition of Incoterms current at the date of the Contract save that in the event of any inconsistency between Incoterms and any express term detailed in the Contract the latter shall prevail.  The delivery terms in respect of an International Supply Contract shall be specified in the Order.

5.3                The date for delivery shall be specified in the Order, or if no such date is specified then delivery shall take place within 28 days of the Order. Time for delivery shall be of the essence.

6                      RISK/PROPERTY

Save in the case of International Supply Contracts (where the terms relating to risk shall be specified in the Order), Goods shall remain at the risk of Supplier until delivery to ST1 is complete.  Ownership of Goods shall pass to ST1 upon delivery of Goods to ST1.

7                      PRICE

7.1                The price of Goods and the currency of payment shall be stated in the Order and unless otherwise agreed in writing by ST1 shall be exclusive of any value added tax or similar sales tax but inclusive of all other charges.

7.2                No variation in the price or extra charges shall be accepted by ST1.

8                      PAYMENT

8.1                ST1 shall pay the price of Goods in accordance with the Order and if not stated, within 180 days of delivery of Goods to ST1, but time for payment shall not be of the essence of the Contract. 

8.2                Without prejudice to any other right or remedy, ST1 reserves the right to set off any amount owing at any time from Supplier to ST1 against any amount payable by ST1 to Supplier under the Contract.

8.3                Supplier is not entitled to suspend deliveries of Goods as a result of any sums being outstanding.

9                      TERMINATION

9.1                ST1 shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving Supplier written notice whereupon all work on the Contract shall be discontinued.

9.2                The termination of the Contract, however arising, shall be without prejudice to the rights and duties of ST1 accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.

10                  REMEDIES

10.1             Without prejudice to any other right or remedy which ST1 may have, if any Goods are not supplied in accordance with, or Supplier fails to comply with, any of the terms of the Contract ST1 shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of Goods have been accepted by ST1:

10.1.1       to rescind the Order in whole or in part without liability to Supplier;

10.1.2       to withhold payment of the price, or any part of the price of Goods;

10.1.3       to reject Goods (in whole or in part) and return them to Supplier at the risk and cost of Supplier on the basis that a full refund for Goods so returned shall be paid forthwith by Supplier;

10.1.4       to give Supplier the opportunity at Supplier's expense either to remedy any defect in Goods or to supply replacement Goods and any other necessary work to ensure that the terms of the Contract are fulfilled;

10.1.5       to refuse to accept any further deliveries of Goods but without any liability to Supplier;

10.1.6       to carry out at Supplier's expense any other work necessary to make Goods comply with the Contract and to recover from Supplier any expenditure reasonably incurred by ST1 in so doing or in obtaining Goods in substitution from another supplier; and

10.1.7       to claim damages for any additional costs, loss or expenses incurred by ST1 including all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), which are in any way attributable to Supplier's failure to deliver Goods on the due date or in accordance with the Contract.

11                  FORCE MAJEURE

ST1 reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of Goods ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of ST1 including, without limitation, acts of God, governmental actions or restriction, prohibition, enactment or regulation of any kind, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

12                  GENERAL

12.1             Supplier shall not be entitled to assign or sub-contract the Contract or any part of it without the prior written consent of ST1.

12.2             Supplier shall keep in strict confidence all Documentation which is of a confidential nature and has been disclosed to Supplier by ST1 or its agents and any other confidential information concerning ST1's business which Supplier may obtain.

12.3             Each right or remedy of ST1 under the Contract is without prejudice to any other right or remedy of ST1 whether under the Contract or not.

12.4             If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

12.5             Failure or delay by ST1 in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

12.6             Any waiver by ST1 of any breach of, or any default under, any provision of the Contract by Supplier shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

12.7             The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

12.8             The formation, existence, construction, performance, validity and all aspects of the Contract (including non contractual disputes or claims) shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.