Terms of Purchase
General conditions of contract for the purchase of goods and services. Please read these terms and conditions carefully. If you do not agree with any part of the following terms and conditions then please contact us to reach a level of understanding
In these Conditions: 1.1 “Denchi” means Denchi Group Ltd. 1.2 “Vendor” means the organization or individual named in the Purchase Order overleaf 1.3 “Party” means Denchi or Vendor; “Parties” means Denchi and Vendor 1.4 “Articles‟ in these conditions means goods and/or services, including results, reports, drawings, designs, computer software, semiconductor topography, information, inventions, trade and service marks, and any other deliverables supplied by the Vendor under the Contract. 1.5 „The Contract Price‟ means the price payable by Denchi to the Vendor for the Articles, inclusive of packaging, marketing, handling, freight and delivery to the address specified in the Purchase Order overleaf, insurance and any other applicable costs and charges but excluding Value Added Tax properly chargeable thereon, which shall also be paid by Denchi. The said price shall unless otherwise agreed, be firm, fixed and not subject to any adjustment whatsoever. 1.6 „Contract‟ means the Purchase Order, any document referred to therein, these Terms and Conditions of Purchase and any amendment expressly agreed in writing by the parties hereto EXCEPT THAT if this purchase is covered by a Framework Contract (agreed in writing by the parties) the terms and conditions of the said Framework Agreement shall apply unless agreed otherwise. 1.7 „Documentation and Information‟ means any specifications, plans, drawings, patterns or samples or any other information issued by Denchi in aid of the Contract, in any format whether written, electronic or oral. 1.8 „Intellectual Property Rights‟ means any patent, copyright, trademark, registered design or unregistered design right or other industrial or intellectual property right and all rights in any applications for the foregoing. 1.9 „Denchi Property‟ means any materials, component parts or equipment, which are owned by Denchi. 1.10 The headings in this Contract are for convenience of reference only and shall not be deemed to be part of this Contract or be taken into consideration in the interpretation or construction of this Contract.
2.1 The Articles shall be in accordance with the Vendor‟s specification therefor and/or as described in and required by the Documentation and Information, as the case may be, and any other requirements specified in the Contract. 2.2 The Articles shall conform in all respects with the requirements of any statutes, orders, regulations or laws (including any relevant British Standard or ISO Specifications) from time to time in force.
3.1 The Vendor shall observe all applicable legal requirements in relation to health, safety and environment.
4 DOCUMENTATION AND INFORMATION; CONFIDENTIALITY
4.1 Unless otherwise expressly agreed in writing, the Intellectual Property Rights in all Documentation and Information remain vested in Denchi. 4.2 The Vendor undertakes to use solely for the purposes of the Contract, and to keep confidential, and not to copy or disclose to any third party (except as strictly necessary for the purposes of the Contract), all Documentation and Information except in respect of Documentation and Information which is published or generally available to the public otherwise than through a breach hereof by the Vendor or which the Vendor can show was known to the Vendor prior to disclosure by Denchi or which was acquired by the Vendor in good faith from a third party. 4.3 At the completion of the Contract, the Vendor shall return all Documentation and Information received from Denchi under this Contract and all copies thereof as may have been made by or on behalf of the Vendor.
5 DENCHI PROPERTY
5.1 Any Denchi Property issued or provided to the Vendor pursuant to this Contract shall remain the property of Denchi and shall be used only in the execution of the Contract. If, by any action of the Vendor, any such Denchi Property is damaged or rendered unusable or irreparable, the Vendor shall reimburse the repair or replacement cost to Denchi as the case may be. 5.2 At the completion of the Contract, the Vendor shall return to Denchi, free of charge to Denchi, the issued Denchi Property including any unused materials or component parts in the same condition as provided by Denchi except for fair wear and tear.
6.1 Denchi shall inspect the Articles after delivery to the address specified in the Purchase Order overleaf. 6.2 Denchi may inspect or arrange for the inspection of the Articles, or any of them, in course of production, at the Vendor‟s premises, at any reasonable time. Inspection under this Condition shall not relieve the Vendor of any of his obligations under the Contract.
7.1 Denchi may reject any Article, which on inspection in accordance with Condition 6 is found not to conform to any of the requirements of the Contract (including but not limited to any specification or design). 7.2 The Vendor shall be notified as soon as possible of Denchi‟s rejection of any Article. Upon receipt of notification, he shall at his own expense collect the rejected Articles within 5 working days. 7.3 The Vendor shall agree with Denchi a revised timescale for the supply of replacement Articles.
8.1 If required by the Contract, the Vendor shall install, commission and demonstrate that the Articles operate to the satisfaction of Denchi. 8.2 Articles shall not be deemed to be accepted until Denchi has had a reasonable period of time to accept the Articles.
9 PACKING, IDENTIFICATION AND DELIVERY
9.1 Each consignment must be accompanied by an Advice Note. As a minimum this must include: order number and delivery address, all as specified in the Purchase Order overleaf. 9.2 Failure by the Vendor to incorporate the above details in the Advice Note may result in the Articles being rejected. Any costs associated with abortive deliveries shall be borne in full by the Vendor. 9.3 Deliveries via Goods Inwards will only be accepted Monday-Friday between 08.30-15.30. 9.4 Unless otherwise provided by the Contract all containers (including packing cases, boxes, tins, drums and wrappings) supplied by the Vendor shall be considered as non-returnable, and their cost as having been included in the Contract Price. 9.5 The Vendor shall ensure that the Articles are properly packed and secured for safe delivery to Denchi in accordance with the Contract. 9.6 The Vendor shall ensure that, prior to the delivery or transfer of any hazardous material to Denchi, the Vendor shall provide Denchi with the appropriate Material Safety Data Sheet prior to such delivery or transfer. The Vendor shall also ensure that any such hazardous material shall be packaged and delivered in compliance with all applicable regulations.
10 TIMESCALE FOR DELIVERY
10.1 Any time or period specified in the Purchase Order overleaf for delivery, dispatch or completion shall be of the essence. In the event of any occurrence which places the „promised dock‟ at risk, the Vendor shall immediately contact Denchi to review the implications.
11 RECOVERY OF SUMS DUE
11.1 Whenever under the Contract any sum of money shall be recoverable from or payable by the Vendor, the same may be deducted from any sum then due, or which at any time thereafter may become due, to the Vendor under the Contract or under any other contract with Denchi.
12 OWNERSHIP AND RISK
12.1 Subject to the provisions of Condition 12.2 hereof, property and risk in the Articles shall pass to Denchi on arrival of the Articles at Denchi‟s premises at the address specified in the Purchase Order overleaf. 12.2 All Intellectual Property Rights in respect of any information generated by the Vendor and paid for by Denchi under this Contract shall vest in Denchi. 12.3 Except as provided in Condition 12.2 hereof, nothing in this Contract shall affect either Party‟s Intellectual Property Rights subsisting at the commencement of this Contract.
13.1 Should the Articles or any portion thereof not be delivered within the time or times specified in the Contract or the Vendor has breached any other obligation under this Contract and which has not been remedied or cannot be remedied within thirty (30) days of written notice by Denchi of such breach, Denchi may without prejudice to any remedy available to Denchi whether express or implied under the terms and conditions of this Contract or at law, by notice to the Vendor determine the Contract either as regards the Articles which have not been delivered in accordance with the Contract at the time of such determination, or as regards all Articles to which the Contract relates. 13.2 Where Denchi have determined the Contract under Condition 13.1 and without prejudice as aforesaid Denchi may replace all or any of the Articles as respects which the contract is so determined by purchasing or manufacturing other Articles of the same or similar description, or by allocating other Articles of the same or similar description in the possession or control of Denchi to the purposes for which the Articles replaced are required, there shall be recoverable from the Vendor the amount by which the aggregate of the cost of purchasing and of manufacturing Articles in this way and of the value of any Articles allocated as aforesaid exceeds the amount which would have been payable to the Vendor in respect of all the Articles so replaced if they had been delivered in accordance with the Contract, provided that Denchi will not seek to make such recovery in cases where the delay in executing the Contract is due to the Force Majeure conditions stipulated in Condition 23 hereof.
14 BANKRUPTCY, ETC
14.1 Denchi shall have the option to determine the Contract in the event the Vendor becomes bankrupt, has a receiving or administration order made against him, or receivers or managers appointed by creditor, or a winding-up order made by the Court, without compensation to the Vendor.
15 TERMINATION FOR CONVENIENCE
15.1 In addition to Denchi‟s other rights of cancellation specified herein, Denchi may cancel the Purchase Order and any Order amendment thereto at any time by sending the Vendor a notice of termination. The Vendor will comply with any instructions that Denchi may issue with regard to the Articles. If the Vendor submits a termination claim, then Denchi will pay to the Vendor the cost of any commitments, liabilities or expenditure which in Denchi‟s reasonable opinion were a consequence of this Contract at the time of termination. The total of all payments made or due to the Vendor under this Contract, including any termination payment, shall not exceed the Contract Price. If the Vendor fails to submit a termination claim within 3 months of the date of Denchi‟s notice of termination, then Denchi shall have no further liability under the Contract.
16 TRANSFER AND SUB-LETTING
16.1 The Vendor shall not give, bargain, sell, assign, sub-let (except as is customary in the trade), or otherwise dispose of the Contract or any part thereof without the previous consent in writing of Denchi.
17 WARRANTY AND LIABILITY
17.1 If within 24 months, or such other period as is agreed, after the Articles shall have been taken into use, there shall appear in the Articles any defect which under proper use shall arise from faulty design, materials, manufacture or workmanship or provision of services and Denchi shall give notice thereof in writing to the Vendor, the Vendor shall, at his own expense, make good the defects either by repair, or at the option of the Vendor by the supply of a replacement; provided that the Vendor shall not be responsible in respect of a defect in the Articles attributable to a design made or furnished by Denchi. Any such repaired or replaced Article shall itself be warranted for 24 months (or such other period as is agreed) after such repair or replacement. 17.2 If the Vendor so requires, the defective Articles or defective parts thereof shall be returned to the Vendor, carriage paid by the Vendor. The Vendor shall deliver within a reasonable time any repaired or replacement Articles free of charge. 17.3 In the event that the Vendor becomes aware of data showing that defaults or non-conformances exist in articles similar to the Articles which may adversely affect the performance or operation of the Articles, the Vendor shall immediately notify Denchi, and the provisions of this Condition 17 shall apply. 17.4 The Vendor shall be liable for and shall indemnify Denchi against liability for all personal injury or loss of property suffered by Denchi, servants of Denchi or third parties, which shall be occasioned by or shall have arisen out of the negligence of the Vendor or his servants, agents or subcontractors in connection with the execution or purported execution of the Contract. In this Clause, the expression „loss of property‟ includes, but is not limited to, damage, loss and destruction; and the expression „injury‟ includes, but is not limited to, sickness and death. 17.5 The Vendor‟s liability under this Condition shall be in addition to any condition or warranty implied by law as to the quality or fitness for any particular purpose of Articles delivered.
18 INFRINGEMENT OF PATENTS
18.1 With the exception of Articles made to Denchi‟s design or instructions, the Vendor warrants that neither the Articles nor Denchi‟s use of them will infringe any patent, registered design, trade mark, copyright or other protected right, and hereby indemnifies Denchi against all actions, claims, demands, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any such right.
19 COMPLIANCE WITH EXPORT REGULATIONS
19.1 The Vendor shall comply with import/export laws and licences and regulations of any applicable country or jurisdiction. The Vendor agrees that it will not transfer any export controlled item, data or service, including transfer to foreign persons, without the authority of an Export Licence or applicable licence exception. Unless otherwise instructed by Denchi, the Vendor shall obtain any necessary or required export licences and/or authorisations. 19.2 The Vendor shall include with the Articles a certified statement that the Articles do or do not (as the case may be) fall under the jurisdiction of (i) the United States Department of Commerce pursuant to 15 CFR Parts 730-774 (and if so shall specify the Export Control Classification Number or EAR99 as appropriate) and (ii) the United States Department of State pursuant to 22 USC 2778, 90 Stat.744 (and if so shall specify the Munitions List Category). 19.3 Failure by the Vendor to comply with this condition 19 shall be a breach of this Contract.
20.1 The Contract shall be considered as a contract made in England and subject to English Law and the exclusive jurisdiction of the Courts of England.
21.1 The Vendor agrees that any terms or conditions of business published or issued, or any terms or conditions of Contract or general reservations which may be printed on any correspondence or documents (other than any Special Terms and Conditions agreed between Denchi and the Vendor) shall not be applicable and that these Conditions, having been read and understood, will take precedence.
22 PAYMENT TERMS
22.1 Payment will be made 60 days from when a correctly rendered invoice is received provided that Denchi has accepted the Articles. 22.2 Invoices shall show the amount and rate of Value Added Tax each as a separate item. 22.3 Invoices should be submitted at the time of delivery.
23. FORCE MAJEURE
23.1 If, by reason of any acts of nature, war, hostilities, act of God, civil disturbance, acts of terrorism, fire, explosion or severe flooding, industrial or governmental action outside the reasonable control of either Party (each, a “Force Majeure”), a Party becomes unable to meet its obligations under this Agreement, such Party shall, immediately upon becoming aware of such delay, give the other Party notice in writing requesting an extension of time in order to fulfil its obligations to the other Party. 23.2 Once both Parties have determined that the failure to meet obligations is indeed due to the Force Majeure circumstances, the Parties shall agree to a reasonable extension of time for the defaulting Party to fulfil its obligations. The defaulting Party shall not be entitled to any extension of time unless the defaulting Party shall have used all reasonable endeavours to prevent and minimise any such delay and to do all that may be reasonably required to proceed with the supply of the Articles.