- General Terms 1.1. These Terms of Purchase (hereinafter “Terms”) shall apply to all purchase orders, contracts, or agreements (collectively, “Orders”) for goods and services (collectively, “Goods”) purchased by Simply Precast Accessories Ltd and Simply Precast Ltd (the “Purchaser”). 1.2. Acceptance of any Order by the seller (“Seller”) constitutes agreement to these Terms. Unless explicitly agreed upon in writing by the Purchaser, any Seller’s terms, including but not limited to terms of sale, are expressly rejected and shall not form part of the contract.
- Precedence of Purchaser’s Terms 2.1. These Terms shall prevail over any terms presented by the Seller, including but not limited to terms stated on the Seller’s order acknowledgement, invoice, or any other document. 2.2. Acceptance of an Order by the Seller, whether by performance, written acknowledgment, or otherwise, constitutes acceptance of these Terms only, which shall supersede any prior terms provided by the Seller.
- Non-Authorized Charges 14.1. The Purchaser shall not be liable for any charges, fees, or costs that are not expressly authorized in the Purchaser’s Order. Any additional goods, services, or expenses beyond those specified in the Order must receive prior written approval from the Purchaser to be eligible for payment. 14.2. Any unauthorized charges or services provided without written consent from the Purchaser shall be deemed invalid and shall not be paid or reimbursed by the Purchaser.
- Quality and Inspection 3.1. The Seller warrants that all Goods shall be free from defects, conform to the Purchaser’s specifications, and be suitable for the Purchaser’s intended purpose. 3.2. All Goods are subject to inspection and approval by the Purchaser. The Purchaser reserves the right to reject Goods that do not meet the Purchaser’s specifications or are otherwise deemed defective. 3.3. Any Goods rejected by the Purchaser shall be returned at the Seller’s expense, with no cost borne by the Purchaser for any shipping, handling, or other associated charges.
- Delivery and Title 4.1. Time is of the essence in the performance of each Order. The Seller agrees to deliver all Goods strictly by the dates specified in the Order or as otherwise agreed in writing. 4.2. Risk of loss and title to Goods shall pass to the Purchaser only upon delivery and written acceptance by the Purchaser. 4.3. If delivery is delayed, the Purchaser reserves the right to cancel the Order, claim damages for any loss incurred, or seek alternative sources without liability to the Seller.
- Price and Payment 5.1. The prices for Goods are fixed as agreed in the Order and shall not be subject to any additional charges unless specifically agreed in writing by the Purchaser. 5.2. Payment terms are net 30 days end of month from receipt of an accurate and undisputed invoice, provided the Goods are delivered and accepted as per the Purchaser’s Terms, unless explicitly agreed upon in writing by the Purchaser.
- Compliance and Warranties 6.1. The Seller warrants that all Goods shall comply with all applicable laws, regulations, and standards, including but not limited to those regarding health, safety, and the environment. 6.2. The Seller shall indemnify, defend, and hold harmless the Purchaser from any claims, damages, losses, or expenses arising out of or in connection with any actual or alleged violation of any laws or regulations by the Seller or the Goods.
- Confidentiality 7.1. The Seller shall treat all information provided by the Purchaser as confidential and shall not disclose it to any third party without the Purchaser’s prior written consent. 7.2. This obligation shall survive the termination or completion of any Order.
- Intellectual Property 8.1. All designs, specifications, and other intellectual property provided by the Purchaser remain the property of the Purchaser and are provided solely for the purpose of fulfilling the Purchaser’s Order. The Seller shall not use, reproduce, or share this information for any other purpose.
- Termination and Cancellation 9.1. The Purchaser reserves the right to cancel any Order, in whole or in part, without liability, if the Seller fails to meet the terms specified herein. 9.2. In the event of termination or cancellation for the Seller’s breach, the Purchaser may pursue any and all remedies available, including recovery of damages.
- Indemnification 10.1. The Seller shall indemnify, defend, and hold harmless the Purchaser from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from the Seller’s breach of these Terms, negligence, or willful misconduct.
- Governing Law and Jurisdiction 11.1. These Terms and any disputes arising under them shall be governed by and construed in accordance with the laws of England and Wales, without reference to conflict of laws principles. 11.2. The Parties hereby consent to the exclusive jurisdiction of the courts in the United Kingdom for the resolution of any disputes arising from or related to these Terms.
- Force Majeure 12.1. The Purchaser shall not be liable for any failure to accept delivery of Goods if prevented by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, and government actions.
- Severability 13.1. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.