- This Order which is given subject to the following conditions (including this condition) shall form part of any contract (“the Contract”) between Interfloor and the Supplier and there are no prior or contemporaneous oral or written understandings or agreements binding on Interfloor affecting the subject matter of the Contract No agreement, other understanding, order acknowledgement, invoice or other form used by the Supplier in any way purporting to modify or alter the provisions of the Contract resulting from acceptance by Supplier of the said offer will be binding upon Interfloor unless made in writing and signed by Interfloor’s authorised representative.
- In these conditions- “Interfloor” means Interfloor Ltd. a company incorporated in England and having its Registered Office at Broadway, Haslingden, Rossendale, Lancashire, England BB4 4LS. Its successors and assignees. “Supplier” means the person, firm or company to w/hom or to whose agent this Order is submitted by Interfloor. “Goods” means the goods which are subject of the Contract and shall include, where the context so admits, any services provided by Interfloor. “Order” means the order placed by Interfloor for the supply of the Goods to the Supplier or the Supplier’s agent.
- Risk of damage to, or loss or destruction of the Goods shall remain with the Supplier until actual delivery of the Goods to Interfloor’s receiving factory.
- Property in the Goods shall pass to Interfloor either at the time of such actual delivery or at the time of payment of the purchase price (or any part payment thereof) whichever shall be the earlier.
3. SUPPLIER’S OBLIGATIONS ETC.
- The Supplier undertakes that all Goods supplied in terms of or pursuant to the Contract shall conform to approved samples or specifications, if any, shall be free from any defect in workmanship and material and shall be fit for the purpose for which they are required. In addition, but without prejudice to the foregoing all Goods shall be of such finish, and appearance, suitability and sale condition for use, and durability, as Interfloor may require.
- Where any works or services require to be performed by the Supplier in terms of or pursuant to the Contract then the Supplier shall, in carrying out such works or services, exercise all practicable care and skill.
- In the event of any breach of the undertaking contained in paragraphs (a) and (b) above, or of any other breach of the Contract by the Supplier then (without prejudice to Interfloor’s rights on non-delivery, or any other rights contained herein) Interfloor shall have the right, at its sole option:-
- Within such reasonable time as Interfloor may determine, to reject the Goods and rescind the Contract. On such rejection, the supplier shall re-imburse Interfloor for the purchase price of the Goods, and for all other payments made to the Supplier shall, in addition, compensate Interfloor for any loss and/or damage including consequential loss sustained or incurred as a result of or arising from such rejection; or
- If so required by Interfloor, the Supplier shall at the option of Interfloor but at the sole expense of the Supplier either provide such further services (whether of repair, modification or otherwise) as shall be necessary to remedy the breach complained of, or shall be necessary to remedy the breach complained of, or shall provide replacement Goods and, if appropriate corresponding services. The provision of such replacement Goods and/or services shall be governed by the Contract, and the Supplier shall, at its sole expense, remove any Goods originally supplied. The Supplier shall, in all cases, re-imburse Interfloor for all loss and/or damage including consequential loss sustained or incurred as a result of or arising from the provision of such repair and other services, or replacement, of the Goods; or
- Interfloor shall have the right to recover from the Supplier all loss and/or damage, including consequential loss sustained or incurred as a result of or arising form any breach of the Contract.
Delivery of the Goods and the provision of the services at the due date shall be an essential term of the Contract. Notwithstanding any other provision herein, in the event of non-delivery or non-provision of services, Interfloor, at its sole discretion, shall have the right either to terminate the Contract without further notice to the Supplier, in which event the Supplier shall compensate Interfloor for all loss, including consequential loss sustained or incurred as a result of or arising from such non-delivery or non-provision, or to grant the Supplier such further time as Interfloor may determine within which to deliver the Goods or provide the services, subject always to the Supplier compensating Interfloor for all loss, including consequential loss sustained or incurred as a result of, or arising from such non-delivery or non-provision.
- The Supplier will indemnity Interfloor and keep Interfloor fully and effectively indemnified against all costs, claims, demands, expenses and liabilities of whatsoever nature arising out of or in connection with any claim that use or possession of the Goods infringes the intellectual property rights (including without limitations any patent, copyright, registered design or trademark) of any third party.
- Without prejudice to the foregoing if Interfloor, use or possession of the Goods is held by any court to constitute and infringement of the third party’s intellectual property rights, or if Interfloor is advised by legal counsel that such use or possession is likely to constitute such infringement then if required by Interfloor, the Supplier shall promptly and at its sole expense (a) procure for Interfloor the right to continue using and possessing the Goods, or remove the Goods and compensate Interfloor for all and/or damage, including consequential loss sustained or incurred as a result of or arising from such removal.
The Supplier will be bound to effect and keep in force such insurance cover as Interfloor may require in respect of all liabilities imposed upon the Supplier in terms of, or arising from the Contract and, without prejudice to the foregoing, in respect of personal injuries or death, and in respect of injury or damage to property, arising out of the Contract, or caused by any negligence, omission or default of the Supplier or his servants or agents. The Supplier shall if required by Interfloor produce the relevant policies together with the current receipts for premiums paid under such policies.
The Supplier represents and warrants that the prices charged for the Goods or services covered by the Contract are and will continue to be the lowest prices charged by the Supplier to buyers of a class similar to Interfloor under conditions similar to those specified in the Contract and that prices comply with all applicable governmental laws and regulations in effect at the time of quotation, sale and delivery.
Without prejudice to any other right available, Interfloor may at any time terminate the Contract or any part hereof by giving written notice to the Supplier of such termination. In the event of termination and provided the Supplier is not in default hereunder, Interfloor shall be liable for damages directly suffered by the Supplier by reason of such termination but such damages shall not include any anticipated profit on work not performed or Goods not furnished, or any other consequential loss, and in no event shall such damages exceed the contract price specified in the Order.
9. SPECIFICATIONS ETC.
- All specifications, drawings, blueprints, photostats and all other information furnished to the Supplier in connection with the Contract are, and shall remain, the property of Interfloor. The Supplier will keep the same confidential and will not use or reproduce the same except for the performance of the Contract. On completion or termination of the Contract or upon the written demand of Interfloor the Supplier will return the same and any and all copies thereof. Interfloor reserve the right to withhold payment of the final invoice until such return is made and received.
- Where deemed appropriate by Interfloor the Supplier will deliver to Interfloor before the delivery of the Goods certified drawings showing the layout of the Goods and details of the services required for the effective operating of the Goods.
10. FORCE MAJEURE
The performance by either party of an obligation under the Contract shall be excused if such performance is rendered impossible, substantially more difficult or delayed as a result of Acts, orders or regulations issued by central or local government (whether or not valid), fire industrial disputes (whether official or unofficial), war, hostilities, civil commotions, riots, flood, accident, epidemic, embargo, shortage of transport, appropriation of plant or the Goods (whether in whole or in part), shortage of raw materials or failure of supplies, (or the threat or reasonable apprehension of any of the foregoing) or from any other cause, event or occurrence which either partly is either unable to prevent or could not reasonably be expected to prevent.
The Contract shall not be assigned or otherwise transferred by the Supplier. However, without prejudice to the generality of the foregoing, any notice of assignation of the proceeds of the Contract must be written and delivered to the Registered Office of Interfloor specified above. Affected invoices must carry appropriate notations.
12. TIME LIMIT
Unless previously withdrawn or otherwise agreed in writing by Interfloor the Order of which these conditions from part is open for acceptance within the period stated thereon or, when no period is so stated, within fourteen days after its date.
- No failure or delay by Interfloor to exercise any right, power, remedy or privilege shall operate as a waiver thereof nor shall any single or partial exercise of any other right, power, remedy or privileges expressly provided under or by virtue of the Contract are cumulative and not exclusive of any of the rights, powers, remedies or privileges which Interfloor would otherwise have.
- The headings in these conditions are for convenience of reference only, they do not for part of the Contract and shall not affect its validity or construction.
- Each Clause or part thereof in these conditions is separate and severable and enforceable accordingly.
- In the event of any one more of the provisions contained in the Contract being invalid, illegal or unenforceable in any respect under any applicable law the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Where the provisions of such applicable law may be waived they are hereby waived by the parties to the full extent permitted so that the Contract shall be deemed to be valid and binding and enforceable in accordance with its terms. If any provision which serves the purpose of the Contract becomes invalid, the parties agree to substitute for such invalid provision to the furthest possible extent.
14. GOVERNING LAW
The construction, validity and performance of the Contract shall be governed by English Law and Interfloor and the Buyer agree to submit to the non-exclusive jurisdiction of the English Courts.