Terms and Conditions
TERMS AND CONDITIONS OF PURCHASE OF GOODS AND SERVICES CONTENTS
In these terms and conditions, unless the context is defined otherwise:
“SSW? means Satellite Solutions World wide Limited, a company registered in England number 6759661.
“Conditions” means these terms & conditions of purchase as amended by SSW from time to time;
“Distribution Centre” means the distribution centre address described on our website described above or such place as SSW may notify to the Supplier from time to time;
“Goods” means the subject matter of any Kind or Order;
“IPRs” means design rights, trade marks, patents, copyright, database right, trade or business names, applications for any of the foregoing, & other similar rights or obligations, whether registered or not & whether registerable or not, in any country (including the United Kingdom) for the full term of the rights together with any extensions & “IP” shall be construed accordingly;
“Order” means a Purchase Order issued by SSW in respect of Goods &/or Services to the Supplier on SSW’s official purchase order form, together with all documents referred to therein & for the avoidance of doubt an Order may include any Schedule of Works/Services annexed thereto;
“Prices” means the Supplier’s current prices for goods, the agreed price or services performed by the Supplier pursuant to an Order;
“Services” means work &/or services or any of them to be performed by the Supplier for SSW pursuant to an Order; &
“Supplier” means the party set out above & any of their agents & subcontractors.
2. COMMENCEMENT & DURATION
The agreement between SSW & the Supplier that is governed by these Conditions shall commence on the date set out, and shall continue for the period specified, above unless terminated earlier in accordance with clause 17 below.
3. ENTIRE AGREEMENT
3.1 The Order & these Conditions form the contract between SSW & the Supplier & in the event of any conflict they shall always apply in that order of priority.
3.2 These Conditions are the only conditions upon which SSW is prepared to deal with the Supplier & they shall govern the agreement between SSW & the Supplier to the entire exclusion of all other terms or conditions. No terms or conditions endorsed upon, delivered with or contained in the Supplier’s quotation, acknowledgement or acceptance of order, specification or similar document shall form part of the contract & the Supplier waives any right which it otherwise might have to rely on such terms & conditions.
3.3 Neither SSW nor the Supplier shall be bound by any variation, waiver of or addition to these Conditions except as agreed by both parties in writing & signed on their behalf by their duly authorised representatives.
4.1 SSW shall not be liable for any Order unless it is issued or confirmed on SSW’s official order form & SSW gives a specific Order number (a PO number) to the Supplier.
4.2 Each Order from the Supplier shall be deemed to be an offer by SSW to buy Goods subject to these Conditions & no Order shall be accepted until the Supplier either expressly by giving notice of acceptance, or impliedly by fulfilling the Order, in whole or in part accepts the offer.
5. QUALITY & REMEDIES
5.1 Subject to these Conditions, the Goods &/or Services to be provided shall:
5.1.1 conform as to quantity, quality & description with the Order & any specification or standards stated or referred to in the Order;
5.1.2 be new, be of first-class materials & workmanship throughout & be executed with reasonable care & skill by properly qualified & experienced persons;
5.1.3 be capable of meeting or exceeding the standard of performance specified in the Order;
5.1.4 be fit for that purpose;
5.1.5 not infringe the IPRs of any third party; &
5.1.6 comply with any statutory rule or regulation that may be in force relating to the Goods &/or the Services as appropriate.
5.2 SSW’s rights under these conditions are in addition to the statutory conditions implied in favour of SSW by the Sale of Goods Act 1979 and in respect of Services The Supply of Goods and Services Act 1982.
6. INSPECTION & TESTING
6.1 SSW’s inspector, representative or agent, may inspect or test the Goods or Services at any reasonable time at the Supplier’s premises or at the premises of any permitted subcontractor or assignee. For this purpose, the Supplier will give to SSW or any nominee of SSW, or otherwise arrange for, reasonable facilities of access to such premises.
6.2 SSW reserves the right, at its option, either to reject any Goods or Services in whole or in part (whether or not the same have been delivered to & accepted by SSW) or to cancel the Order or any part of the Order or to delay acceptance of the whole or any part of it without any further payment or charge for storage or delay.
7. INFORMATION REQUIREMENTS
If so requested by SSW, the Supplier shall provide SSW each month (or such other shorter period as SSW may request) with certain reporting information required in the form set out above.
8.1 Any time or period given for delivery, despatch, performance or completion, whether set out in an Order or otherwise, shall be of the essence. The Supplier shall immediately notify SSW of any apprehended delay in delivery, despatch, completion or performance.
8.2 SSW reserves the right to reject Goods or Services not delivered or performed on time &/or to cancel the whole, or any part of any Order of which such Goods or Services form part &/or to return any Goods already delivered which by virtue of such rejection or cancellation are no longer of use. Such rights of rejection, cancellation or return shall be available to SSW irrespective of the cause of delay, without prejudice to SSW’s right to damages & any other remedies against the Supplier for breach of contract & without any liability of whatever nature on SSW.
8.3 All Goods must be adequately protected against damage & deterioration in transit & delivered carriage paid in accordance with SSW’s instructions (if given) & the packages of Goods must bear the description & the quantity of the contents & SSW’s Order number.
8.4 The Supplier agrees, on request, to supply SSW with any necessary declarations & documents stating the origin of the Goods.
8.5 All delivery costs shall be borne by the Supplier.
8.6 SSW shall not be deemed to have accepted the Goods until it has had the number of days set out above to inspect them following delivery.
9. LIQUIDATED DAMAGES
9.1 If any Goods are not delivered by the Supplier within the time accepted by the Supplier in the Order as the delivery time, SSW shall have the right to claim compensation at the rate of five (5)% per cent of the price of such late or non-delivered Goods, less transportation, duty, & VAT costs, for the first week of delay & one per cent (1%) for each full week of delay thereafter, up to a maximum of a further five (5)% per cent of such price.
9.2 The parties agree that any reduction in the Prices of the Goods in accordance with clause 9.1 is neither regarded as, nor is deemed to, be a penalty since theses reductions have been fairly negotiated & represent liquidated damages which have been calculated as, & are, a genuine pre-estimate of the loss likely to be suffered by SSW as a result of any failure by the Supplier to deliver the Goods on time.
10. THE PASSING OF TITLE TO GOODS
10.1 Title to the Goods shall pass to SSW on delivery to the Delivery Location without prejudice to any right of rejection or other right which may accrue or have accrued to SSW whether under these Conditions or otherwise.
10.2 If the Supplier postpones delivery at SSW’s request, title to the Goods shall nevertheless pass to SSW on the date when, but for such postponement, the Goods would have been delivered.
10.3 Goods shall be at the risk of the Supplier until actually delivered to SSW’s Distribution Centre even where the delivery has been delayed or postponed by SSW or at SSW’s request.
10.4 All Goods rejected or returned for any reason shall be at the risk of the Supplier during transit back to the Supplier.
11. PRICE & PAYMENT
11.1 Subject to the provision of the Goods or Services in a manner satisfactory to SSW in all respects, the specific Order Number must be clearly identified on all delivery notes and invoices, SSW will pay the prices specified in the Purchase Order. Any such prices are exclusive of VAT.
11.2 Payments will be made by SSW sixty (60) days after the end of the month in which the invoice was received unless SSW decides to take advantage of any agreed ‘early settlement discounts’ but time for payment shall not be of the essence of the agreement.
11.3 SSW reserves the right to set off or deduct from any monies due or becoming due to the Supplier any monies due from the Supplier to SSW on any account.
11.4 If any sum under the agreement is not paid when due then, without prejudice to the parties’ other rights under the Contract, that sum shall bear interest from the due date until payment is made in full, both before & after any judgment, at 2% per annum over Barclays Bank plc’s base rate from time to time. The Seller is not entitled to suspend deliveries of the Goods as a result of any sums being outstanding.
12. BEST AVAILABLE MARKET PRICE
The Supplier shall not enter into any agreement to sell goods or supply services with any third party on terms that are more favourable than the terms agreed with SSW & the Supplier whether under these Conditions or otherwise. Should SSW discover otherwise, SSW reserves the right to treat the difference in the price offered to any third party and that offered to SSW as a sum due to SSW and SSW reserves the right to offset such sum in accordance with the provisions of clause 11.3 above.
13. IP OF SSW
13.1 The Supplier agrees that it must not use, register, attempt to use or attempt to register the words “Tariam?, ?ToowayDirect? or any trademark of SSW or any other SSW company or any similar variation in any website domain name, brand name, trade name or company name without first having obtained the prior written permission of SSW. In the event that SSW grants such permission, the Supplier agrees to comply with all reasonable conditions and instructions (if any) that SSW may attach thereto.
13.2 The Supplier must not knowingly, negligently or recklessly act in any way which brings SSW and the brand name Satellite Solutions Worldwide, Tariam, ToowayDirect or any other brand name, logo or trade mark of any SSW Group company whether registered or unregistered into disrepute.
13.3 Any new IPRs arising out of the delivery of the Goods or Services shall vest in SSW absolutely and the Supplier shall not be entitled to exploit such IPRs other than in accordance with SSW’s instructions.
14.1 The Seller shall keep SSW indemnified in full against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill & like loss), damages, injury, costs & expenses (including legal & other professional fees & expenses) awarded against or incurred or paid by SSW as a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the Contract by the Seller.
14.2 By accepting these Conditions, the Supplier represents, warrants & undertakes that the performance of its obligations hereunder will not breach, or cause SSW to be in breach of, any applicable law or regulation & the Supplier shall indemnify SSW for any loss which SSW may suffer as a result of the Supplier being in breach of any such law or applicable regulation.
15. LIMITATION OF LIABILITY
15.1 SSW shall not be liable to the Supplier under these Conditions for any loss caused by reason of any negligence, or other tortious act, or any misrepresentation (unless fraudulent) or any breach of the Conditions or other act or omission by SSW its employees, subcontractors or otherwise which arises out of or in connection with the Conditions.
15.2 Each party’s liability to the other for death or personal injury arising from its own or that of its employee’s, agent’s or subcontractor’s negligence shall be unlimited.
The Supplier shall not & shall procure that its personnel shall not, during the continuance of these Conditions or at any time thereafter, publish or disclose to any third party any information, data or process which is confidential or of a commercially sensitive nature connected with the business or affairs of SSW, which shall come or have come to its or their knowledge in, or by reason of, the engagement by SSW of the Supplier under this contract, provided that this restriction shall not apply to any information which is at the time of disclosure in the public domain or thereafter becomes part of the public domain otherwise than in consequence of a breach by the Supplier of its obligations under this clause.
17.1 SSW shall be entitled to terminate this agreement or any Order at any time on giving the Supplier the period of notice in writing specified above.
17.2 If SSW exercises its rights to terminate pursuant to clause 17.1 the Supplier shall be responsible for, where applicable indemnify, defend & hold harmless SSW against any additional costs incurred by SSW in completing the Services to be provided under the terminated Order, in addition to the sums that SSW was obliged to pay the Supplier had the Order not been terminated & SSW shall have the right to deduct such additional costs from such amounts, if any, as are due to the Supplier, or otherwise to recover such additional costs.
18.1 The Supplier shall not assign or transfer the Order or any part of it to any other person or subcontract the Order or any part of it.
18.2 SSW accepts the benefit and burden of these Conditions for itself & as trustee for each undertaking which is at any time a company in the same Group & SSW shall be entitled to assign, transfer or sub-contract the benefit of this agreement to any such party.
19. HEALTH & SAFETY
19.1 The Supplier warrants that the Goods or materials to be supplied in accordance with the Order will be safe & without risk to health when properly used & the Supplier will provide all necessary information in connection with the design, testing & use of them (whether or not such information has been requested by SSW).
19.2 The Supplier warrants that all any chemicals contained in Goods supplied by Vendor have been registered in accordance with all applicable laws including without limitation, the Regulation, Evaluation, & Authorisation of Chemicals (REACH) Regulations 2005, & that all other regulations concerning the Goods & their import into the European Union have been complied with in full by the Supplier prior to the supply taking place.
If the performance of the Order requires SSW to have any permit or licence from any government or other authority at home or overseas, the Order shall be conditional upon such permit or licence being available at the required time.
The Supplier will at all times insure & keep itself insured with a reputable insurance company against all insurable liabilities under the Order & in respect of the Goods or Services.
Any notice or other document to be served under this agreement must be in writing & may in the case of SSW be delivered or sent by prepaid first class letter post to the registered office of SSW at Satellite House, 108 Churchill Road, Bicester, Oxon. OX26 4XD or to the Supplier at their registered office. Any notice or document shall be deemed served if delivered, at the time of delivery; if posted, 48 hours after posting.
If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable & the remaining provisions of the Contract & the remainder of such provision shall continue in full force & effect.
24. THIRD PARTY RIGHTS
A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement except as may be expressly provided in this agreement including, without limitation, pursuant to clause 18.2. This clause does not affect any right or remedy of any person, which exists or is available otherwise than pursuant to that Act.
25. FORCE MAJEURE
SSW reserves the right to vary the Order or this agreement in any way if it is prevented from or delayed in the carrying on of its business due to circumstances beyond SSW’s reasonable control.
26. LAW & APPLICATION
26.1 The Conditions, (& any proceedings by which one party might be entitled to join the other as a third party) shall be governed by & construed in all respects in accordance with English law & the parties hereby submit to the exclusive jurisdiction of the English courts.
26.2 Failure or delay by SSW in enforcing or partially enforcing any provision of the agreement shall not be construed as a waiver of any of its rights under the agreement.
26.3 Any waiver by SSW of any breach of, or any default under, any provision of the agreement by the Supplier shall not be deemed a waiver of any subsequent breach or default & shall in no way affect the other terms of the agreement.
26.4 Nothing in these Conditions shall prejudice any condition or warranty (expressed or implied) or right or remedy to which SSW is entitled in relation to any Order by virtue of statute or common law.
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