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Terms and Conditions of Purchase

1. INTERPRETATION

1.1. In these Terms and Conditions the following words shall have the following meanings:
1.2. “The Contract”: The Purchase Order, these Terms and Conditions and, subject to Clause 2, the Seller’s acceptance of the Purchase Order.
1.3. “Formal Agreement”: a formal written agreement signed by Godfrey Syrett Ltd and the Seller.
1.4. “Godfrey Syrett Ltd”: Godfrey Syrett Ltd, as specified as the “Purchaser” on the Purchase Order. Only the “Purchaser” specified on the Purchase Order shall be responsible for fulfilling Godfrey Syrett Ltd.’s obligations under the Contract.
1.5. “The Purchase Order”: Godfrey Syrett Ltd.’s purchase order referencing these Terms and Conditions (including the specifications of Goods set forth therein).
1.6. “The Goods”: Any goods agreed in the Contract to be purchased by Godfrey Syrett Ltd from the Seller (including any part or parts of them).
1.7. “The Seller”: the person, firm or company who accepts the Purchase Order

APPLICATION OF TERMS AND CONDITIONS

1.8. In the absence of a Formal Agreement, these Terms and Conditions are the only terms upon which Godfrey Syrett Ltd is prepared to deal with the Seller and they, along with the Purchase Order, shall govern the Contract to the entire exclusion of all other terms and conditions. No terms or conditions endorsed upon, delivered with or contained in the Seller’s quotation, acknowledgement or acceptance of purchase order, specification or similar document will form part of the Contract or have any legal effect and the Seller waives any right that it otherwise may have to rely on such terms and conditions.
1.9. If Godfrey Syrett Ltd and the Seller enter a Formal Agreement, such Formal Agreement shall take precedence over these Terms and Conditions in the event of conflict. Otherwise, these Terms and Conditions shall apply.
 
2. WARRANTY

2.1. The Goods ordered herein shall be of the best quality, material and workmanship, unused and in new condition obtained from the original equipment maker or their approved suppliers or agents (except as otherwise provided in the Purchase Order), free from defects in material, design and/or workmanship and of the latest production and shall conform to the latest applicable specifications and drawings. When delivered, the Goods must where applicable, be accompanied by an appropriate certificate of conformity signed by the Seller’s designated quality officer.
2.2. If the Goods are defective or do not conform with the provisions of Clauses 2.1  in any respect, Godfrey Syrett Ltd may at its sole option either (a) terminate the Contract pursuant to Clause 4 and return the Goods or (b) inform the Seller of the defect or nonconformity, in which case the Seller shall immediately at its own expense (including any transportation costs to and from the place where replacement or repair will take place) repair or replace the defective or nonconforming Goods or take such other action as is necessary to ensure conformity of the Goods with the provisions of Clauses 2.1 and 2.2.
2.3. The Goods shall be delivered within the time stated in the Purchase Order, subject to Clause 9, or as subsequently agreed in writing between the parties, failing which Godfrey Syrett Ltd may at its sole option terminate the Contract pursuant to Clause 4.
2.4. The Seller shall guarantee the performance of the Goods in accordance with specifications for a minimum period of one year from the date of delivery or for the usual period applicable to such goods in the normal course of the Seller’s trade, if longer than one year.
2.5. If the Seller fails to replace promptly or repair the Goods which are required to be replaced or repaired pursuant to Clause 2.3, Godfrey Syrett Ltd may, without prejudice to any rights it may have in law or in equity or otherwise under these Terms and Conditions, terminate the Contract pursuant to Clause 4 and where appropriate replace or repair such Goods and charge to the Seller the additional costs incurred.

3. INDEMNITY

3.1. The Seller shall indemnify and hold harmless Godfrey Syrett Ltd in full against all direct, indirect or consequential liabilities, loss, damages, injury, costs and expenses (including legal and other professional fees and expenses incurred or paid by Godfrey Syrett Ltd) as a result of or in connection with: (a) The Goods failing to conform with the provisions of Clauses 2.1 and 2.2; (b) The Goods failing to be delivered on time pursuant to Clause 2.4; (c) An infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or supply of the Goods; (d) any claim made against Godfrey Syrett Ltd for damages (including costs and expenses) made by Godfrey Syrett Ltd.’s employees as agents or by any third party to the extent that such damage was caused by, relates to or arises from the 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 the Seller.

4. DEFAULT

4.1. If the Seller fails to deliver the Goods in conformance with the provisions of Clauses 2.1 and 2.2, or fails to deliver the Goods on time pursuant to Clause 2.4, or if the Seller becomes bankrupt or insolvent, ceases or threatens to cease to carry on its business or otherwise fails to comply with its obligations under the Contract, Godfrey Syrett Ltd may by written notice to the Contractor terminate with immediate effect the whole or any part of the Contract at no cost to Godfrey Syrett Ltd. Thereafter, Godfrey Syrett Ltd may procure or otherwise obtain the Goods from a third party, and the Seller shall be liable to Godfrey Syrett Ltd for any excess costs for such items. The Seller shall continue to provide any Goods ordered to the extent not cancelled hereunder.

5. ENVIRONMENTAL PROTECTION

5.1. Godfrey Syrett Ltd operates to a quality and safety management system registered to both ISO9001 and the ISO14001 standards. Godfrey Syrett Ltd has committed itself to implement and maintain environmental management system (EMS) within its office headquarters and manufacturing facilities as defined by the ISO14001 standard. Godfrey Syrett Ltd promote the adoption of environmental principles by suppliers and contractors acting on behalf of the company, encouraging improvements, and where appropriate, requiring improvements in their practices. Accordingly, the Seller agrees to take all consideration and care regarding environmental issues for all Goods supplied by the Seller hereunder. Specifically, the Seller agrees to comply with the following Godfrey Syrett Ltd requirements: The Seller shall: Review and evaluate all products for their material content and their compliance with required environmental objectives; Instil in all personnel environmental protection awareness; Ensure that an organised approach is used to identify environmental concerns and that adequate support and resources are provided to implement prompt corrective action; and Reduce where practicable all packaging and replace environmentally sensitive packaging with environmentally friendly packaging. Furthermore, the Seller shall: Label any items in accordance with the provisions of applicable hazardous materials regulations; and Provide Godfrey Syrett Ltd with all necessary product information, especially with respect to product composition and shelf/service life, including any amendments to the foregoing; and comply with all applicable laws, rules, regulations, ordinances and requirements of all governmental bodies which are applicable to the Contract.

6. PACKING AND SHIPMENT

6.1. Unless otherwise specified, all items are to be packed in accordance with good commercial practice and marked to assure safe arrival at the specified destination.
6.2. A complete packing list shall be enclosed with all Goods. Seller shall mark containers or packages with necessary lifting, loading and shipping information, including the Godfrey Syrett Ltd Purchase Order number, Purchase Order line number, stock number/part number and quantity, dates of shipment and the names and addresses of consignor and consignee. Bills of lading shall include the Purchase Order number.
6.3. Where Goods are to be delivered on pallets, euro pallets should be used at no additional cost to Godfrey Syrett Ltd.
6.4. The Seller agrees to accept claims for (a) overages, (b) shortages, or (c) defective, nonconforming or erroneous Goods (assuming) if they are submitted within four (4) weeks from the date of delivery of the Goods to the requested destination (or later, if such defect, non-conformance or error is not apparent at the time of inspection).

7. TIMELY PERFORMANCE

7.1. Time is of the essence in the performance of the Contract.
7.2. If the Seller becomes aware of difficulty or delay in delivering the Goods, the Seller shall timely notify Godfrey Syrett Ltd, in writing, giving pertinent details. The said notification shall not change the Seller’s obligations under Clause 3.4.

8. CANCELLATION AT GODFREY SYRETT LTD.’S REQUEST

8.1. In the event Godfrey Syrett Ltd determines that the Goods are no longer required, the Seller undertakes to use its best endeavours to cancel the supply of the Goods on terms as favourable to Godfrey Syrett Ltd as can be granted or obtained.

9. PAYMENT - RISK

9.1. The price quoted for the Goods shall include the cost of delivery to the destination requested by Godfrey Syrett Ltd unless the parties otherwise agree.
9.2. Risk of loss or damage to the Goods shall pass to Godfrey Syrett Ltd from the Seller on delivery to the destination requested by Godfrey Syrett Ltd.
9.3. Within thirty (30) days after the Goods are delivered to the requested destination, the Seller shall issue the original invoice to the Godfrey Syrett Ltd accounting department at the address for Godfrey Syrett Ltd stated in the Purchase Order quoting the Purchase Order number, describing the items supplied, together with the proof of dispatch. The invoice shall be issued in the currency of the Purchase Order.
9.4. Godfrey Syrett Ltd shall pay the net invoice amount and the charges of its own bank, in connection with the payment, and no other charges, within sixty (60) day following the end of the month in which the invoice is received. Godfrey Syrett Ltd shall consider earlier payment if agreement can be reached on a specific discount or rebate on the invoiced amount.
 
10. NO ASSIGNMENT

10.1. The Seller may not assign or sub-contract the performance of the Contract without the written consent of Godfrey Syrett Ltd.

11. SAFETY

11.1. The Seller and/or its agents, employees or sub-contractors shall comply with the instructions of any Godfrey Syrett Ltd. employee while on any premises owned or operated by Godfrey Syrett and shall follow all applicable safety requirements.

12. ARBITRATION

12.1. The Contract shall be governed by and constructed in accordance with English law and any dispute arising from or in connection with it shall, be referred to arbitration in London in accordance with the Arbitration Act 1996. The reference shall be to three arbitrators, one to be appointed by each of the parties hereto and the third by the two so chosen, and their decision or that of any two of them shall be final and binding.

13. BUSINESS ETHICS

13.1. Gifts or other incentives to Godfrey Syrett Ltd employees are strictly prohibited. If the Seller breaches this clause, Godfrey Syrett Ltd reserves the right to terminate the Contract without any liability to the Seller and exclude the Seller from its list of potential suppliers for future purchases.  In providing the Goods under the Contract, the Seller shall comply with Godfrey Syrett Ltd.’s Anti-Bribery and Corruption Policy) and Godfrey Syrett Ltd.’s Code of Business Conduct and Ethics, both as they may be amended.

14. CONFIDENTIALITY

14.1. The Seller undertakes (a) to keep confidential any information, knowledge and materials (e.g., technical and other data, measured values, techniques, business experience, business secrets, know-how, drawings and other documentation) (hereinafter referred to as "Information") received from or disclosed in any other way by Godfrey Syrett Ltd or an affiliate of Godfrey Syrett Ltd, (b) not to disclose such Information to third parties and (c) not to use such Information for any purpose other than executing and performing its responsibilities under the Contract. The Seller undertakes to return all Information delivered to it in a tangible form (e.g., documents, samples, specimens, or the like) without undue delay upon Godfrey Syrett Ltd’s request without retaining any copies or notes. In addition, the Seller undertakes to delete its own notes, compilations and evaluations containing Information without undue delay upon Godfrey Syrett Ltd’s request and to confirm that it has done this to Godfrey Syrett Ltd in writing.

15. NOTICES

15.1. Notices required by the Contract to be given by the Seller or Godfrey Syrett Ltd to the other shall be in writing and shall be deemed effective when served personally, delivered by courier service (with proof of delivery), or successfully transmitted by fax (with confirmation of receipt addressed to the intended recipient at the address stated on the face of the Purchase Order or at such other addresses) as such party may later specify in writing).