ANTONIA & PANESAR LTD GENERAL TERMS AND CONDITIONS OF PURCHASE FOR GOODS AND SERVICES
1. In these conditions, unless the context otherwise requires: –
“We” means Antonia & Panesar Ltd. “You” means the person, Firm or Company with whom the Contract is placed by us. “The Order” means our instructions in writing to you to
supply the Goods or Services made on our official Order Form. In the event of any conflict between the Order and these Conditions, the Order shall prevail. “The Goods” and
“the Services” means the Goods and Services specified in the Order. “The Contract” means the agreement between us and you to supply the Goods or the Services, and shall
consist of the Order, your acceptance of the Order (if any), these conditions and any other Terms, Conditions or Documents which we and you agree in writing shall form part of
the Contract.
2. We contract for the purchase of Goods in its own name, on its own behalf and you accept that we shall be entitled to recover all costs, expenses, damages, losses or other
claims which may be sustained by us and which arise out or in connection with the Contract as if the same were incurred by us in our own right, and you shall raise no objection,
defence or protest in respect hereof.
3. Unless otherwise agreed in writing, these Conditions are the only Terms and Conditions, which govern the Contract. We do not accept and we hereby reject, any terms quoted
or offered by you whether before or after the placing of the Order by us.
These Conditions shall not in any way exclude or limit the operation of any terms or conditions implied by statute or Common Law, except to the extent that they are inconsistent
with any of these Conditions, in which event these Conditions shall prevail.
4. The price stated in the Order is a fixed price for the entire performance of the Contract (including for the avoidance of doubt, delivery and any other incidental expenses but
excluding VAT). No variation to the price will be permitted unless our prior agreement has been obtained in writing.
5. The Goods or Services supplies in fulfilment of the Order shall, without limiting and in addition to any terms regarding fitness for purpose, quality and conformity with description or
sample which may be implied by statute or Common Law:
Conform in all respects to any description, design, specification, requirements or standards contained in the Order, to any representations made by you or on your behalf and to
all relevant Codes of Practice and recommendations made by Trade Associations or other bodies; be of sound material and workmanship and free from any defects, whether
latent or patent; be supplied on the basis that you hold yourself out to be expert in every aspect of the performance of the Contract, and have full notice of the purposes for
which we require the Goods or Services; where the Goods or Services are intended to be used in the sale of food products for human consumption, be fit for that purpose and
comply with Food Safety Act 1990 and all relevant UK Food Law from time to time in force; and be supplied with accurate and sufficient information and instructions as to use to
ensure that when put to use they will be safe and will present no risk to health or property.
6. 6.1 We expressly reserve the right to test and inspect the Goods or Services, whether in the course of manufacture or execution or not, and whether or not they have already
been supplied. We shall have the express right to enter your premises and the premises of any of your sub-contractors for this purpose.
6.2 If the Goods or Services pass any inspection or testing, this does not constitute acceptance or approval by us of the Goods or Services.
6.3 You must carry out on the Goods or Services whatever special tests we require, and must on request supply us free of charge with certified copies of all records taken of
any such tests and their results.
6.4 In respect of any tests carried out by you, we shall be deemed to rely on your skill and judgement in assessing their compliance with the Contract.
6.5 Without limiting the effect of Clause 6,3, if a British standard applies to the Goods or Services, you must test and inspect these in strict accordance with that standard.
7. 7.1 You must deliver the Goods and/or perform the Services to or at the premises specified in the Order on or before the date specified by us or, if no date is specified, within
a reasonable time.
7.2 If you do not deliver the Goods and/or perform the Services by the date specified by us, or if no date is specified, within a reasonable time, we shall be entitled to cancel
the Contract in whole or in part.
7.3 If we cancel the Contract in accordance with Clause 7.2, we shall not pay for any Goods or Services, which you have not supplied or completed, and we shall also be
entitled to apply any other monies due to you towards the cost of remedying your breach of Contract.
8. Payment in part or full for the Goods or Services does not imply that we have accepted them. We reserve the right to reject, within a reasonable period after they have been
supplied to us, the whole or any part of the Goods or Services if they do not comply in all respects with the Contract.
9. 9.1 Without affecting our right to reject the Goods or Services under Clause 8, title in the Goods or Services will pass to us on delivery or completion, whichever is the earlier.
9.2 Risk in the Goods or Services will pass to us on delivery or completion, but if you are required under the Contract to commission any Goods or Services risk in these will only
pass to us when they have been commissioned and accepted by us.
9.3 If any Goods are rejected after delivery, risk shall revert to you immediately on receipt by you of notice of rejection. If Goods are rejected by us after payment for them,
title in such Goods will only revert to you on receipt by us of full refund for the sum paid for such Goods.
10. 10.1 You are liable to us and must indemnify us in respect of all loss or damage suffered by us arising out of the loss or damage to the property of any party (including our
property) or the death of or injury to any person, to the extent that such loss, damage, death or injury is caused by any wrongful act or default on the part of you, your
employees, agents or subcontractors, or to the extent that such loss, damage, death or injury arises as a direct consequence of your supplying the Goods or Services.
10.2 You must insure your liability under Clause 10.1 in full and produce to us upon demand satisfactory evidence that the level of cover is adequate.
11. 11.1 You warrant specifically that you have the right to pass title in the Goods, and that the Goods are free from any charge, loan or other right in favour of any third party.
11.2 You must indemnify us in full against all actions, claims, demands, cost, charges and expenses arising from or incurred by the infringement or alleged infringement of any
patent, trade mark, trade name, design right, copyright, moral right or any other intellectual property right, except where the Goods are manufactured to a design
supplied by us and any claim or allegation made results exclusively to that design.
12. 12.1 You must not divulge, and must ensure that your employees, agents or sub-contractors, will not divulge to any third party any information concerning our business.
12.2 The Contract and all specifications, samples, drawings, other documentation and information issued by us to you in connection with it are Confidential and their use must
be confined to such of your employees, agents or sub-contractors as are employed in connection with the Contract and require the information in order to discharge
their duties. Upon completion of the Contract, all of these items must be returned to us forthwith if we so request.
13. You must not, without our prior written consent, assign or sub-contract the whole or any part of the Contract.
14. You must not, without our prior written consent, advertise or publicly announce or in any way publicly indicate that you supply or have supplied Goods or Services to us.
15. Any sums, recoverable from you under the Contract may be deducted from the amount of any sum due from us to you under the Contract or any other Contract or dealing
with you.
16. We shall not be liable to you for any failure by us to take delivery of any Goods or accept the Services or any part thereof where this failure is caused by any circumstances
beyond our reasonable control.
17. 17.1 It is a condition of the Contract that all Goods or Services supplied by you or the use of these will not give rise to the breach by any person of any statute, statutory
instrument, regulation, by law or any other enactment having the force of Law in the UK and also that they will not infringe the rights of any third party.
17.2 Without limiting the generality of Clause 17.1 it is a condition of this Contract that you comply in full with all duties imposed upon you by the Health and Safety at Work
Act 1974, and all regulations and orders made under that Act and ensure that your employees, agents or sub-contractors perform in full any duties imposed on them by
the same Act. It is also a condition of the contract that you comply in full with all regulations concerning the classification, packaging and labelling of substances
hazardous to health and provide us with such information about such substances supplied under the Contract (whether as the Goods or Services themselves or as part of
them) as we may require for the purpose of discharging our obligations under the Control of Substances Hazardous to Health Regulations 1988. You must also specifically
inform us if the Goods or Services contain substances which are hazardous to health, or where special precautions are necessary to avoid endangering the health and
safety of any person. Without limiting your legal obligations in respect of such substances you must supply these in adequately secure containers upon which the nature
of the hazard, plus complete and accurate instructions as to use, are clearly stated.
17.3 Where your employees, sub-contractors or agents are required to enter our premises, it is a condition of the Contract that they are aware of and observe the site rules
and safety regulations which are available from us on request.
17.4 We may, by notice in writing to you, object to the continued presence on our premises of any of your employees, agents or sub-contractors who disobey the site rules
and safety regulations, misconduct themselves or act or perform their duties generally in a manner, which is unsatisfactory to us. Upon receipt of such notice you shall
immediately remove such persons from the premises.
17.5 You must provide adequate supervision to ensure that the Goods or Services are supplied to our satisfaction and in accordance with the Contract. Upon request from us,
you must nominate a representative responsible for such supervision and advise us of his/her name forthwith.
17.6 You are responsible for the works, temporary works, materials, construction of plant and items which you bring onto our premises, and for the repair and making good of
all loss of and damage to them. This repair and making good must be carried out entirely at your own expense except to the extent that any loss or damage is the result
of any wrongful act or default by us, our employees or agents.
17.7 You shall be deemed to have examined our premises and the Contract (including but not limited to these Conditions of Purchase) and the site rules and safety
regulations referred to in clauses 17.3 and 17.4.
18. 18.1 We shall be entitled to terminate the Contract with immediate effect by written notice to you if:
18.1.1 You are in breach of any of your obligations under the Contract; or
18.1.2 If you are an individual or partnership, you or any one of you become subject to bankruptcy proceedings; or
18.1.3 If you are a Company, you become subject to an Administration Order, sequestration proceedings, winding up proceedings (except for the purpose of
reconstruction or Amalgamation) or a receiver is appointed over the whole or any part of your assets; or
18.1.4 You cease trading or become insolvent.
18.2 Following termination of the Contract we shall pay to you a fair and reasonable proportion of the price payable under the Contract in consideration of such Goods or
Services which you have already supplied to our satisfaction.
18.3 Termination of the Contract by us under this Clause will not limit or remove our right to pursue any other rights which we may have against you whether arising as a result
of the termination or otherwise.
19. The terms of the Contract may only be varied by written agreement between you and us.
20. If either we or you delay enforcing, or do not enforce, any right, which either of us may have under the Contract, this does not imply that the right has been waived. If either we
or you waive any specific obligation or liability under the Contract, this waiver will not extend to any other obligations or liabilities under the Contract.
21. 21.1 If the Goods or Services are delivered by instalments, the Contract is nevertheless to be treated as a single Contract and not as a separate Contract for each instalment.
21.2 If you are a partnership, or comprise more than one party, your liabilities under the Contract will be joint and several, and any notice served upon any one of you, or any
agreement with any one of you, will be binding upon you all.
22. Notices required to be served under this Agreement must be in writing and may be delivered by hand to, sent by first class post to, or sent by facsimile transmission to the
address of the other party appearing in the Order.
23. The Contract shall be governed by English Law and both parties agree to submit to the jurisdiction of the English Courts.