2. Formation of contracts
7. Defective goods
9. Advice notes
12. Property and risk
15. Notification and conduct
17. Force majeure
18. Continuity of rights
19. Confidential information and representation
‘The Brooke” means The Brooke Hospital For Animals, registered charity number 1085760, of 5th Floor, Friars Bridge Court, 41-45 Blackfriars Road, London, SE1 8N.
‘Purchase Order’ means the standard Purchase Order placed by the Brooke for the supply of Goods, to which these Terms and Conditions apply.
The ‘Supplier’ means the person, firm or company to whom the Purchase Order is addressed.
‘Goods’ means the articles, goods, and services supplied by the Supplier to the Brooke and described by the Purchase Order.
‘Purchase Order Number’ means the Purchase Order number relating to the Goods purchased by the Brooke from the Supplier.
2.1. All contracts of purchase made by the Brooke shall be deemed to incorporate these terms and conditions.
2.2. No variation or amendment of or additional to these Terms and Conditions shall form part of any contract unless made or specifically accepted by the Brooke in writing.
2.3. These terms and conditions shall override and take the place of any other terms and conditions on any document or other communication used by the Supplier in concluding the contract with the Brooke.
2.4. The construction validity and performance of all contracts between the Brooke and the Supplier shall be governed by the laws of England and any claim or dispute arising therefore shall be subject to the jurisdiction of and be determined by the English courts.
The prices stated on the Purchase Order are fixed prices and are not subject to alteration for any reason whatsoever.
4.1 Unless otherwise agreed in writing, payment by the Brooke for the Goods will be within one calendar month from the end of the month in which the invoice is dated.
4.2 Unless otherwise agreed in writing, the Supplier will render an invoice quoting the Purchase Order Number to the Brooke at the end of the month in which delivery is made and any delay in payment due to the Supplier’s failure to render such account will not prejudice the Brooke’s entitlement to any discounts that may be agreed.
The Supplier hereby agrees that it has the right to sell the Goods and that where applicable the Goods are and will remain until property therein passes to the Brooke the absolute property of the Supplier free of any lien, charge or other encumbrance. Brooke Terms and Conditions of Trade with Suppliers
The Supplier hereby agrees that all Goods ordered shall correspond strictly with the description and specification stated in the Purchase Order and with any sample, shall be in every respect fit for the purpose for which the Brooke has expressly or by implication made known that it requires the same and shall be of merchantable quality which is also of a standard not less than that of previous supplies (if any) approved by the Brooke. The Supplier’s obligations under this Condition shall in no way be affected by whether or not the Goods are bought by description, or the Goods are specific under a patent or trade name, or the Brooke has examined the Goods or the sample or the defect would have been apparent had it done so.
7.1 In the event of any defect in the Goods appearing within twelve calendar months after the date of delivery due to a defect in the materials, workmanship or design of the Goods or to any act, neglect or omission on the part of the Supplier or its employees or agents, at the option of the Brooke within reasonable time and without prejudice to any other remedies to which the Brooke may also be entitled, the Supplier shall forthwith upon receipt of written notice from the Brooke requiring it to do so;
7.1.1 Repair or replace the Goods; or
7.1.2 Reimburse the Brooke in full for the cost of repair carried out by the Brooke or by any third party at the Brooke’s direction, or
7.1.3 Refund the full purchase price.
7.2 If the Brooke rejects or refuses to accept any such Goods it shall not be bound to return them to the Supplier but in the event that it nevertheless decides to return them the Goods shall be returned at the risk and expense of the Supplier.
8.1 Unless otherwise agreed in writing by the Brooke, where applicable all of the Goods are to be delivered carriage paid by the Supplier, properly packed and secured, to the place of delivery specified in the Purchase Order.
8.2 All Goods are to be delivered by the Supplier at the time or within the period specified in the Purchase Order in default of which the Brooke (without prejudice to any other remedies to which it may be entitled) shall be entitled to:
8.2.1 Cancel the whole or any part of the Purchase Order without liability to the Brooke; and
8.2.2 Recover from the Supplier all amounts already paid in respect of the Goods; and
8.2.3 Charge to the Supplier any additional costs, losses or expenses in which it may be involved due to the Supplier’s failure to deliver the Goods to the place of delivery specified in the Purchase Order at the stipulated time.
8.3 Goods delivered in excess of specified requirements may not be returned to the Supplier at no risk or expense to the Brooke.
8.4 Unless otherwise agreed in writing by the Brooke, Goods must not be delivered earlier than one week before the due delivery date specified in condition 8.2 above.
8.5 Goods delivered earlier than one week before the due delivery date may be returned to the Supplier at no risk or expense to the Brooke.
Advice notes must accompany the Goods on delivery and must quote the Purchase Order Number.
The Brooke reserves the right at any time to inspect the Goods under the Purchase Order but such inspection shall not relieve the Supplier of any obligation under the Purchase Order. Brooke Terms and Conditions of Trade with Suppliers
11.1 Cases or packing supplies by the Supplier are provided free of charge and there is no obligation on the Brooke to return them.
11.2 The Supplier shall mark the Goods or the cases or packing containing them in accordance with any instructions given by the Brooke.
The property in the Goods shall pass to the Brooke on payment of the price invoiced for the Goods or on delivery, whichever first occurs. The Goods shall remain at the risk of the Supplier until the property in the Goods passes to the Brooke. If any of the Goods are rejected by the Brooke the property and the risk therein shall remain with or thereupon revert to the Supplier.
No part of this Purchase Order may be sub-contracted by the Supplier without the agreement in writing of the Brooke. When the Brooke agrees to the sub-contracting of an Purchase Order, the Supplier shall not be relieved of its obligations to comply with these terms and conditions.
The Supplier shall indemnify the Brooke and its associated companies, its servants and agents, against any and all liability, loss or expense arising from;
14.1 Any breach, non-observance or non-performance by the Supplier or its employees or agents or any of these terms and conditions;
14.2 Any claims, action or litigation brought against the Brooke resulting from any act, omission, negligence or breach of duty of the Supplier or its employees or agents including (but without limitation) any such claim, action or litigation in respect of any alleged or actual breach of any statute or regulation for the time being in force, infringement of any patent, copyright or trademark, foreign or domestic, resulting from the use or resale of the Goods or in the materials, workmanship or (save where the same has been stipulated by the Brooke) design of the Goods; and the Supplier will provide all facilities, assistance or advice required by the Brooke for the purpose of contesting or dealing with such claim action or litigation.
If any claim in respect of the Goods is made against the Supplier, the Brooke shall be promptly notified thereof and shall have full power and authority (if it thinks fits) to take over the conduct of the matter and to make any disposal or settlement thereof as agent of the Supplier, as may seem to the Brooke in its absolute discretion to be meet, proper or convenient.
The Brooke may by notice in writing to the Supplier terminate any contract forthwith either or to the extent Goods are undelivered and in any event without prejudice to any other rights of the Brooke if:
16.1The Supplier shall commit any breach of the terms of that or any other contract with the Brooke and on its part to be observed or performed PROVIDED that if such breach is remediable the Brooke has given notice thereof to the Supplier and the same has not been remedied within seven days thereafter, or Brooke Terms and Conditions of Trade with Suppliers
16.2 the Supplier becomes insolvent, compounds with or negotiates for any composition with its creditors generally or permits any judgement against it to remain unsatisfied for seven days; or
16.3 being a Company the Supplier shall call any meeting of its creditors or have an administrative or other receiver, administrator, trustee, or similar officer of all or any of its assets appointed or enter into liquidation.
The Brooke shall be entitled to resend any contract for Goods which have not then been delivered in whole or in part or to require the Supplier to suspend delivery for any period if the activities of the Brooke for which the Goods were Purchase Ordered are stopped or seriously interfered with by any causes of any kind whatsoever beyond either party’s control or which either party could not with reasonable diligence have avoided, including (but without limitation) any strike, lock-out, sit in trade dispute, war, flood, Act of God, refusal of licence or other Governmental act, fire, explosion, accident to plant or machinery or shortage of any material or labour.
The rights of the Brooke under these terms and conditions shall continue notwithstanding the termination of the Purchase Order resulting from the exercise by the Brooke of any of its rights contained in these terms and conditions.
19.1 Any Purchase Order and any technical advice, know-how, drawings, design specification and any other information relating to any Purchase Order supplied to the Supplier or in any other communicated to it by the Brooke shall be regarded as confidential, shall remain the property of the Brooke and shall not be published or disclosed or be caused to be published or disclosed to any third party or to be used by the Supplier except for the purpose of executing the Purchase Order without the prior written consent of the Brooke and shall be returned to the Brooke at its request.
19.2 The Supplier shall not represent itself or cause to be represented to any third party as the agent of the Brooke or use the name of the Brooke in any manner or for any purpose whatsoever except for the purpose of executing the Purchase Order.
19.3 The Supplier shall ensure that its employees and agents are informed of the provisions of this Condition 19 and the Supplier shall fully indemnify the Brooke against any breach of this Condition 19.
Failure by the Brooke to enforce any of these terms and conditions will not be construed as a waiver of its rights hereafter