The Little Car Company – Standard Terms & Conditions of Sale, Supply and Purchase
In this document the following words shall have the following meanings:
1.1 “Agreement” means these Terms and Conditions together with the terms of any applicable Purchase Order (if there is a conflict between the terms of a Purchase Order and these Terms and Conditions, these Terms and Conditions shall take precedence);
1.2 “Buyer” means The Little Car Company Limited (Company Number 1175594 and with registered address at 142 The Command Works, Bicester Heritage, OX27 8FY.
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property whatsoever and wherever in the world such rights may be enforceable;
1.4 “Purchase Order” means the standard Buyer document which includes or is attached to a statement of work describing the goods and/or services to be provided by the Supplier pursuant to these Terms and Conditions and which provides a maximum value payable by the Buyer to the Supplier;
1.5 “Supplier” means the organisation or person who supplies goods and/or services to the Buyer;
1.6 “Supplier Personnel” means any employee or contractor supplied by the Supplier to provide services.
2.1 These Terms and Conditions shall apply to all contracts for the sale and supply of goods and/or services by the Supplier pursuant to a Purchase Order.
2.2 Where the parties agree that the Supplier shall supply goods and/or services, each of the goods and/or services to be supplied, the price payable and any other special terms agreed between the parties shall be set out in the Purchase Order. Unless otherwise agreed between the parties, all Purchase Orders shall be subject to these Terms and Conditions.
2.3 No changes or variations to these Terms and Conditions or any Purchase Order shall be effective unless agreed in writing between the parties.
- Price and Payment
3.1 The price and any taxes and expenses for the goods and/or services shall be as specified in the Purchase Order.
3.2 The Supplier shall deliver an invoice to the Buyer pursuant to the terms set out in the Purchase Order. Provided that the Seller has complied with its obligations to provide the goods and/or services, the Buyer shall pay for the goods and/or services at such time and in such manner as set out in the Seller invoice, or as otherwise agree in writing between the parties.. In no circumstances shall the time for
payment be of the essence of the Agreement. The Buyer shall be entitled to withhold payment of any Seller invoice if the Seller shall have failed to provide the goods and/or services within the time period set out in the Purchase Order.
3.3 The Buyer shall not be responsible for, and shall not pay, any expenses, charges or price other than those set out in the Purchase Order.
3.4 If the Seller has provided the goods and/or services set out in the Purchase Order and the Buyer shall have failed to pay the Seller invoice within the time period set out in the Purchase Order, the Supplier shall from the date upon which the invoice payment is due be entitled to charge the Buyer daily interest on the amount payable pursuant to the Purchase Order from the date upon which the invoice payment is due up to and including the date upon which the Buyer has paid the Seller invoice, at the rate of 0.5% per annum above the base rate of the Bank of England, 3.5 If the parties agree that the Supplier shall provide goods and/or services in addition to those specified in a Purchase Order, then the parties shall enter into an additional purchase order in respect of such further goods and services, which purchase order shall also be subject to these Terms and Conditions.
3.6 Once a Purchase Order has been agreed by the Buyer the price for the goods and/or services shall be fixed unless otherwise agreed between the parties.
4.1 The Supplier warrants and represents that all goods and materials sold and supplied under this Agreement shall be free from any defects, patent or latent, in material and workmanship, that they shall conform to applicable specifications and drawings and, to the extent that detailed designs were not provided to the Buyer, will be free from design defects and in every aspect suitable for the purposes intended by the Buyer, as to which the Supplier hereby acknowledges that it has had due notice. The approval by the Buyer of any designs provided by the Supplier shall not relieve the Supplier of its obligations under any provision contained in this Clause. If the goods and materials sold and supplied by the Supplier shall be found by the Buyer to be in breach of these warranties and representations, then in addition to any other remedies available to the Buyer whether at law or under the other terms of this Agreement (including but not limited to those set out in clauses 4.3 and 4.4 below) the Buyer shall, at its sole election, be entitled to withhold payment for such goods and services until such time as the Supplier has remedied the relevant default, or, if not capable of remedy, the Buyer shall be entitled to terminate this Agreement with immediate effect.
4.2 The Supplier’s obligations under this Clause shall extend to any defect or non- conformity arising or manifesting itself within the manufacturer’s warranty period from delivery.
4.3 Where there has been a breach of the warranty contained in this Clause by the Supplier, the Buyer, without thereby waiving any rights or remedies otherwise provided by law and/or elsewhere in this Agreement, may require the Supplier to repair or replace the defective goods at the Supplier’s risk and expense or repay the price paid or part of the price paid relating to the defect to the Buyer.
4.4 Items repaired or replaced shall be subject to these Terms and Conditions in the same manner as those originally delivered under this Agreement. If the Supplier refuses or fails
promptly to repair or replace items when requested under this provision, the Buyer may itself, or through an agent or sub-contractor, or otherwise, repair or replace any item itself and the Supplier agrees to reimburse the Buyer for any costs or expenses incurred.
5.1 Delivery of the goods and/or services (as applicable) shall be made to such location as the Buyer shall direct. Delivery of the goods shall be of the essence of the Agreement and the Buyer shall be entitled to terminate, without notice, the whole or any part of this Agreement if the Supplier fails to comply with the terms of this Clause or fails to deliver the goods and/or services at such time as agreed with the Buyer. d.
5.2 Where the Buyer terminates the whole or part of the contract in accordance with Clause 5.1, then:
5.2.1 The Buyer shall have no ongoing obligation to pay any sum that would otherwise have been by the Buyer in relation to the whole or part of the contract terminated.;
5.2.2 The Supplier shall immediately repay to the Buyer (into such account as the Buyer may nominate) any and all sums paid by the Buyer in relation to the whole or part of the contract terminated;
5.2.3 the Buyer shall be entitled to recover damages from the Supplier for any loss or damage (including reasonably foreseeable loss or damage) caused as a result of the Supplier’s failure to deliver the goods and/or as a result of the termination of the whole or part of the contract.
6.1 The Supplier warrants and represents that it has good title to the goods and that it will transfer such title as it may have in the goods to the Buyer pursuant to Clause 6.2 and any other relevant term of this Agreement.
6.2 Title in the goods will pass to the Buyer when the goods are unconditionally appropriated (by either party or by or with the consent of either party) to this Agreement, or on delivery to the Buyer, whichever happens first.
The goods will be and shall remain at the Supplier’s risk until such time as they are delivered to the Buyer (or at the Buyer’s direction), and are found to be in accordance with the
requirements of this Agreement. The Supplier shall at all times maintain a contract of insurance over the goods and, on request from the Buyer, shall assign to the
Buyer the benefits of such insurance.
- Inspection of Goods
8.1 The Buyer shall inspect the goods upon delivery.
8.2 If goods are damaged the Buyer shall notify the Supplier on or before the day falling 10 working days after delivery. The Buyer may reject the damaged goods and (in addition to and not to the exclusion of the rights of the Buyer pursuant to Clause 4 of this Agreement) the following provisions shall apply:
8.2.1 the Supplier shall collect the damaged goods from the Buyer at the Supplier’s expense;
8.2.2 during the period between delivery of the goods to the Buyer and collection by the Supplier, the Buyer shall not be liable for any additional loss or further damage caused to the damaged goods;
8.2.3 all sums payable by the Buyer in relation to the damaged goods shall cease to become payable;
8.2.4 all sums paid by the Buyer in relation to the damaged goods shall be repaid by the Supplier immediately;
8.2.5 the Buyer shall be entitled to claim damages from the Supplier for any losses (including consequential loss) caused to the Buyer as a result of the goods being damaged.
8.3 Where there are shortages in the order the Buyer shall notify the Supplier on or before the date falling 5 working days from the date of delivery and the following provisions shall apply:
8.3.1 all sums payable by the Buyer in relation to the missing goods shall cease to become payable;
8.3.2 all sums paid by the Buyer in relation to the missing goods shall be repaid by the Supplier immediately;
8.3.3 the Buyer shall be entitled to claim damages from the Supplier for any losses caused to the Buyer as a result of the shortages.
8.4 If the Buyer so requests, the Supplier shall immediately replace damaged goods or supply goods which are missing at the Supplier’s expense or the Buyer shall be entitled to
terminate, without notice, the whole or any unexecuted part of the order and the rights referred to in Clause 5.2 shall apply.
8.5 Where there is an excess of goods in relation to the order the Buyer may reject the excess goods by notice in writing to the Supplier and the following provisions shall apply:
8.5.1 the Supplier shall collect the excess goods from the Buyer at the Supplier’s expense;
8.5.2 during the period between delivery of the goods and collection by the Supplier, the Buyer shall not be liable for any loss or damage caused to the excess goods (and the Supplier shall maintain a policy of insurance in respect of such goods at least up to the time at which the Supplier collects the goods);
8.5.3 no sum shall be due to the Supplier for the excess goods and in the event that sums are paid to the Supplier for the excess goods, the Supplier shall repay such sums to the Buyer immediately.
8.6 The Buyer may at its sole discretion elect to accept excess goods by notifying the Supplier of such acceptance and the Buyer shall pay for such excess goods at the relevant price intended to apply to the goods and as agreed between the Buyer and Supplier.
8.7 The Supplier shall repair or replace free of charge, goods damaged or lost in transit or upon delivery upon receiving notice to that effect from the Buyer.
8.8 The Buyer’s signature on any delivery note of the Supplier is evidence of the number of packages received only and not evidence of the correct quantity of goods received or that
the goods are in a good condition or of the correct quality. The Buyer shall reserve its rights to examine and provide notification to the Supplier in the event of any defects in the goods or in the circumstances of their delivery and/or supply, pursuant to the other terms of this Clause.
- Supplier’s Obligations
9.1 The Supplier warrants, represents and undertakes that:
9.1.1 all services performed under this Agreement shall be performed with all due skill and care, in a good and workmanlike manner and otherwise in line with best practice within its industry (“Best Industry Practice”);
9.1.2 the Supplier Personnel will possess the qualifications, professional competence and experience to carry out such services in accordance with Best Industry Practice;
9.1.3 the services will not in any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties of non-disclosure or other rights of any third parties; and
9.1.4 it has full capacity and authority to enter into this Agreement and that it has or will obtain prior to the commencement of the services, any necessary licences, consents and permits required of it for the performance of the services.
9.2 The Supplier shall provide the Buyer with such progress reports, evidence or other information concerning the services as may be requested by the Buyer from time to time.
9.3 The Supplier shall be responsible for maintaining such insurance policies in connection with the provision of the services as may be appropriate or as the Buyer may require from time to time.
9.4 The Supplier shall procure that the Supplier Personnel take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Buyer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage or injury caused to the Buyer or any third party by the Supplier Personnel.
- Status and Liabilities
10.1 It is expressly understood that neither the Supplier nor the Supplier Personnel have the authority to act as agent for the Buyer or to contract on the Buyer’s behalf.
10.2 The Supplier Personnel shall at no time be deemed to be employed or otherwise engaged by the Buyer.
10.3 The Supplier shall be responsible for paying the Supplier Personnel and for making any deductions required by law in respect of income tax and National Insurance contributions or similar contributions relating to the provision of the services. The Supplier agrees to indemnify the Buyer in respect of any claims that may be made by the relevant authorities against the Buyer in respect of tax demands or National Insurance or similar contributions relating to the provision of the services by the Supplier.
10.4 The Supplier shall, and shall procure that the Supplier Personnel shall, comply with all applicable statutes, rules and regulations in providing the services, including but not limited to (i) all anti-bribery and anti-money laundering and international sanctions requirements, and (ii) all immigration and employment requirements imposed by any applicable jurisdiction, and the Supplier shall indemnify and hold harmless the Buyer from damages arising out of any failure to do so.
11.1 In addition to and not to the exclusion of any other termination right arising under any other provision of this Agreement, the Buyer may terminate this Agreement for any reason or without cause by providing 15 days prior written notice to the Supplier.
11.2 The Buyer may terminate this Agreement with immediate effect by providing written notice to the Supplier if:
11.2.1 the Supplier or the Supplier Personnel commit any material or persistent breach of this Agreement, including but not limited to a failure to deliver goods and services pursuant to the terms of this Agreement and/or where the goods and/or service delivered pursuant to this Agreement are defective or unfit for their intended use or purpose;
11.2.2 the Supplier fails to or refuses after written warning to procure that the Supplier Personnel provide the services properly required of them in accordance with this Agreement;
11.2.3 the Supplier passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
11.2.4 the Supplier ceases to carry on its business or substantially the whole of its business; or 11.2.5 the Supplier is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver,
administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
The Supplier agrees to indemnify the Buyer against all claims, costs and expenses (including but not limited to reasonably foreseeable loss and damage) which the Buyer may incur and which arise, directly or indirectly, from the Supplier’s breach of any of its obligations under this Agreement.
- Intellectual Property Rights
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Buyer, and the Supplier shall do all that is reasonably necessary to ensure that such rights vest in the Buyer by the execution of appropriate instruments or the making of agreements with third parties.
- Force Majeure
The Buyer shall not be liable for any delay or failure to perform any of its obligations under this Agreement if the delay or failure results from events or circumstances beyond its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, flood or industrial disputes, and the Buyer shall be entitled to a reasonable extension of its obligations.
- Relationship of Parties
Nothing in this Agreement shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in this Agreement shall be deemed to construe either of the parties as the agent of the other.
The Supplier shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Buyer.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
No failure by the Buyer to enforce any of these Terms and Conditions shall constitute a waiver of its rights hereunder.
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Purchase Order or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
- No third parties
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party unless specifically stated to the contrary.
- Entire Agreement
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written.
- Governing Law and Jurisdiction
This Agreement (and any non-contractual terms arising out of or in relation to this Agreement) shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.