These Conditions shall apply to every sale made or agreed to be made by The Company, and no variation of any kind shall be effective until evidenced in writing, signed on behalf of The Company. The supply by The Buyer of an order, delivery instructions or acceptance of a delivery of The Goods shall construe unqualified acceptance of these Conditions. Any designs, specifications, illustrations, sketches, drawings and diagrams, recommendations or suggestions or any written documentation are of an informative nature and do not form part of The Contract but do form part of a Confidentiality Agreement.

Unless stated otherwise, The Price of The Goods of The Contract for delivery within the UK includes packaging and delivery to The Buyer. Should the date of delivery be brought forward at The Buyer’s request, The Company reserve the right to charge any premium time or additional costs as part of The Price. The Buyer shall not be entitled to make any deductions from The Price of The Goods in respect of any set-off or counterclaim whether arising out of this or any other Contract. The Price quoted shall be adjustable and The Company shall be entitled to adjust The Price of The Goods in the event of any increase whatsoever arising in the cost of The Company supplying Goods. Any claim relating to alleged mis-pricing of an invoice must be informed to The Company in writing within ten days of the date of the invoice concerned.

Delivery will be either ‘delivered’ by carriers or ‘ex works’ at The Buyers cost by authorised transport. Any claims for non-delivery must be notified to The Company in writing within ten days of the invoice date or date of despatch if different. Any claim for partial loss and/or damage will only be considered by The Company if the receipt is endorsed as missing or damaged and the claim notified to The Company within two days of delivery.

Unless otherwise specified in writing, all terms are strictly nett and payment must be received at The Company’s Accounts Office as advised to The Buyer on or before the last day of the month following the date of the invoice without rebate or claim set-off. The time for payment of The Price shall be the essence of The Contract to which these Conditions apply and if The Buyer shall fail to pay The Price for The Goods when due, in acceptance with the provision of these Conditions, The Company shall be entitled to interest on the outstanding amount of The Price at +3% per annum over base rate of Barclays Bank plc from the date of the overdue payment until The price has been paid in full.

The property in The Goods shall remain in The Company until full payment of all sums due from The Buyer to The Company has been made. Until the property passes, The Buyer must keep The Goods free from any change, lien or any other encumbrances.

The Company warranty period covers The Goods to ‘point of fit’ only. Any damage to Goods after leaving the place of manufacture is deemed not to be The Company’s responsibility. The Company warrants that all Goods supplied under this agreement shall conform to all specifications and appropriate standards expected, and will be new. The Company agrees that all sold Goods will be to the expected release level as to the drawing supplied by The Buyer for that particular part. Upon an agreement reached by The Company from a warranty claim made by The Buyer, a ‘one for one’ replacement will be offered. Any costs recurred by The Company during a warranty claim and then later deemed unworthy will be liable to be passed on to The Buyer.

The Company shall not be liable for delay in performance or non-performance of its obligations under The Contract, either directly or indirectly resulting from the causes beyond the control of The Company or Company suppliers (including any act of God, fire, explosion, and lockout). In any such event The Company may without liability cancel or vary the terms of The Contract including but not limited to extending the time for performing The Contract.

The Buyer will maintain in position at his own expense comprehensive liability insurance including product liability insurance for personal injury and property damage to a minimum of £10 million per occurrence with reputable insurance companies. The Buyer will produce evidence of such insurance on request.

The Buyer shall comply with all instructions of The Company and all legislation in relation to its use and shall indemnify The Company against nay costs, claims, demands, expenses, penalties or liabilities which The Company may pay or incur arising out of or in connection with such use.

The Company may terminate this Contract on notice with immediate effect if:

The Buyer commits a material breach of this Contract and fails to resolve this breach within fourteen days of written notice requiring it to do so

The Buyer makes an assignment for the benefit of its creditors or a proposal under any applicable bankruptcy or insolvency, is due declared bankrupt or insolvent, has a trustee, receiver, liquidator appointed for all or any material part of its property or convenes a meeting where it proposes to consider appointment of such, or is a subject to an order or resolution for winding up.

The Buyer shall assign or transfer or attempt to transfer The Contract or the benefit to any person

The Company reserves the right to sub-contract the performance of The Contract or the benefit to any person

The Contract shall be governed by and construed in accordance with English law and the Courts of Law shall have non-exclusive jurisdiction to hear all disputes arising in connection with The Contract.

Acceptance of this Order constitutes acceptance of our Terms and Conditions of this Contract of Purchase to the exclusion of any other terms purported to be introduced by any other document of the supplier,
Note
Suppliers to Pianoforte Supplies Ltd shall maintain an adequate quality system with a designated person responsible and to have achieved an acceptable grading based upon the 0209-QUA Supplier Questionnaire. Suppliers are encouraged to achieve accreditation through third party or customer assessment to a required Quality Standard.

Delivery: The price quoted and stated on our Purchase Order is inclusive of delivery to our works or agreed alternative destination.

Price Variations: Any price fluctuation occurring subsequent to acceptance of this contract shall not be accepted unless communicated to the Company in writing and formally agreed by the Purchasing manager in writing.

Delivery must actually be affected within the time stated on the order, failing which we reserve the right to cancel and purchase elsewhere and charge you with any loss incurred as the result thereof.

No materials will be accepted or paid for unless you have an official order to cover same.

We anticipate that all Suppliers will be 100% within the approved Quality Standard and to endorse the early delivery will be accompanied by a statement of conformance and, where applicable, material test reports. We do not expect to carry out checks on goods on arrival. We reserve the right to reject any item which is proved on examination or in use to be faulty, or which does not comply with the specified labelling Quality or Standard. Collection of such rejects is the responsibility of the Supplier and at his cost.

In the event of labour difficulties, fire, or other unforeseen cause, or circumstance beyond our control, we are to have the right to require you to suspend any further deliveries until such time as we may, in writing, notify you that we are in a position to accept them.

Prior to commencement of supply, samples from production tooling must be approved in writing. All samples should be accompanied by the specified quality reports and documentation. Any changes in the production process, materials and location will require re-sampling and written approval as for its first time production. Full requirements are described in our Supplier Quality Systems Requirements booklet.

An Advice Note for each delivery must accompany the goods, quoting our order number and part number.

All invoices for goods supplies must be rendered (bearing this purchase order number) no later than the fourth working day of the month following delivery, otherwise payment may be delayed. Provided invoices are received in time, payment will normally be made at the end of the month following date of invoice.

Goods in transit, other than by our own vehicles, will be at the risk of the supplier.

Containers and all packaging materials are to be supplied free, but where required will be returned at owner’s expense only.

The Seller shall not, without first obtaining the written consent of the Buyer, in any manner advertise or publish the fact that the Seller has contracted to furnish the Buyer the articles herein mentioned.

Goods supplies should be produced on processes and by methods manned by suitably qualified/trained personnel and adequately controlled utilising Statistical Performance based techniques, as appropriate, and detailed on written Control Plans.

It is the responsibility of the supplier to provide written data relating to Health and Safety (Section 6 of The Health and Safety at Work Act). Data sheets should be sent prior to delivery of substances to allow us to make assessments to comply with the COSHH Regulations. Such data should be kept up to date at all times.

You shall indemnify us against any claims made on us by third parties and any related costs which result from your failure to comply with any terms of the order, you will insure with a reputable insurance company against all insurable liability under the order and provide us with such evidence of insurance as we may from time to time require.

We reserve the right to inspect the items that are the subject of this Purchase Order at your works, prior to despatch, and to extend these rights to our customer.

All information supplied is of a confidential nature and must not be disclosed to third parties without our prior written consent.

The supplier accepts that visits may be made to their premises by representatives of Pianoforte’s customers in the company of Pianoforte personnel for the purpose of assessment, concerns, investigation, or as required.

The supplier shall ensure that personnel engaged in the supply of products, the subject of this order, shall be adequately qualified/trained.
Note
Supplies of product against this order shall satisfy current government and safety constraints on restricted, toxic and hazardous materials and environmental aspects.