Supply of the Goods. 3.1 The Company shall supply and the Customer shall purchase the Goods at the Price in accordance with the Terms of this agreement. 3.2 The Goods supplied to the Customer by the Company under this agreement shall: 3.2.1 conform to the Specification; 3.2.2 be free from defects in design, material and workmanship and remain so for a minimum of 12 months from the date of Delivery of the Goods, or 15 months from notification of readiness to deliver, whichever is the sooner in accordance with clause 12.1; and 3.2.3 comply with all applicable statutory and regulatory requirements. 3.3 Except as set out in this agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement. 3.4 The Company shall deliver the Goods to the Customer as follows: 3.4.1 at the Company’s Premises at any time after the Company has notified the Customer that the Goods are ready for collection by the Customer or its designated carrier or agent; 3.4.2 if some other place for Delivery is agreed as the Delivery Address, by the Company delivering the Goods to such address; 3.4.3 upon the placing of the Goods in storage facilities either at the request of the Customer or due to its failure or refusal to accept Delivery; or 3.4.4 upon consignment of the Goods by the Company to the Post Office at the request of the Customer for Delivery in the normal course of post. 3.5 Non-delivery of the Goods shall be notified to the Company within 7 days of the date of dispatch as indicated by the Company. 3.6 The Company and (where relevant) the carriers must be notified within 3 days of the date of Delivery of any damage or shortage and the Customer must retain for inspection any damaged Goods and packaging. 3.7 The Company may deliver the Goods by instalments. Each instalment shall be invoiced and paid for in accordance with the provisions of the Contract. 3.8 The Goods may be delivered by the Company in advance of any specified date of Delivery upon giving reasonable notice to the Customer. 3.9 Delays in the Delivery of the Goods shall not entitle the Customer to: 3.9.1 refuse to take Delivery of the Goods; 3.9.2 claim damages; or 3.9.3 terminate this agreement. For the avoidance of doubt, it is agreed that time for Delivery shall not be of the essence unless it has been stated to be so in the purchase order. Whilst the Company will use reasonable endeavours to deliver the Goods, there may be delays due to a Force Majeure Event. See clause 14 for the Company’s responsibilities when a Force Majeure Event happens. 3.10 If Delivery is to take place at the Company’s Premises and the Customer fails to take Delivery of the Goods within five Business Days of the Company notifying the Customer that the Goods are ready for collection then, except where such failure or delay is caused by the Company's failure to comply with its obligations under this agreement: 3.10.1 Delivery of the Goods shall be deemed to have been completed at 9.00am on the fifth Business Day following the day on which the Company notified the Customer that the Goods were ready for collection; and 3.10.2 the Company shall store the Goods until Delivery takes place, and may charge the Customer for all related costs and expenses (including insurance). 3.11 If the Customer shall fail to take Delivery of the Goods within 28 days of notification that they are ready for Delivery the Customer shall forfeit any deposit paid to the Company and the Company shall have the right to: 3.11.1 sell, dispose of or otherwise deal with the Goods and the Customer shall be liable to the Company for all loss (including loss of profits) or damage which the Company shall suffer in consequence of the Customer's failure to take Delivery of the Goods or of such sale; and 3.11.2 account to the Customer for any excess over any such liability.
Appears in 2 contracts
Sources: Terms and Conditions of Sale, Terms and Conditions of Sale
Supply of the Goods. Takeover of the Same and Retention of Title
3.1 1. The Company shall supply and Supplier undertakes to deliver the Customer shall purchase the properly ordered Goods at the Price in accordance with the Terms of this agreement.
3.2 The Goods supplied to the Customer by the Company under this agreement shall:
3.2.1 conform to the Specification;
3.2.2 be free from defects in design, material and workmanship and remain so for a minimum of 12 months Purchaser not later than 15 (five) days from the date of Delivery confirmation of the GoodsOrder pursuant to Art. II paragraph 3 hereof, or 15 months from notification of readiness to deliver, whichever is unless the sooner in accordance with clause 12.1; and
3.2.3 comply with all applicable statutory and regulatory requirements.
3.3 Except as set out in this agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
3.4 The Company shall deliver the Goods to the Customer as follows:
3.4.1 at the Company’s Premises at any time after the Company Purchaser has notified the Customer that the Goods are ready for collection by the Customer or its designated carrier or agent;
3.4.2 if some other place for Delivery is agreed as the Delivery Address, by the Company delivering the Goods to such address;
3.4.3 upon the placing specified another binding delivery date of the Goods in storage facilities either at the request of Order, and the Customer or due Purchaser is obliged to its failure or refusal to accept Delivery; or
3.4.4 upon consignment of take over the Goods by the Company to the Post Office at the request of the Customer for Delivery in the normal course of postproperly delivered Goods.
3.5 Non-delivery of the Goods shall be notified 2. The Supplier undertakes to the Company within 7 days of the date of dispatch as indicated by the Company.
3.6 The Company and (where relevant) the carriers must be notified within 3 days of the date of Delivery of any damage or shortage and the Customer must retain for inspection any damaged Goods and packaging.
3.7 The Company may deliver the Goods by instalments. Each instalment shall be invoiced and paid for in accordance supply, together with the provisions of the Contract.
3.8 The Goods may be delivered by the Company in advance of any specified date of Delivery upon giving reasonable notice to the Customer.
3.9 Delays in the Delivery of the Goods shall not entitle the Customer to:
3.9.1 refuse to take Delivery of the Goods;
3.9.2 claim damages; or
3.9.3 terminate this agreement. For the avoidance of doubt, it is agreed that time for Delivery shall not be of the essence unless it has been stated to be so in the purchase order. Whilst the Company will use reasonable endeavours to deliver the Goods, there may be delays due all documents relating to a Force Majeure Event. See clause 14 the Goods supplied, such documents being in particular documents relating directly to the Goods, their nature, quality, quantity, storage and preservation, as well as all certificates relating to the Goods and any other documents provided for the Company’s responsibilities when a Force Majeure Event happensby applicable legal regulations.
3.10 If Delivery is to take place at 3. In the Company’s Premises and the Customer fails to take Delivery case of the Goods within five Business Days of the Company notifying the Customer that the Goods are ready for collection then, except where such failure or delay is caused carriage made by the Company's failure to comply with its obligations under this agreement:
3.10.1 Delivery of Supplier the Goods shall be deemed to have been completed at 9.00am delivered on the fifth Business Day following date of delivery to the day on which Purchaser at the Company notified the Customer that location specified in the Goods were ready for collection; and
3.10.2 Order, unless otherwise agreed by the Company Contracting Parties in advance. Partial deliveries shall store only be possible under prior agreement with the Goods until Delivery takes place, and may charge the Customer for all related costs and expenses (including insurance)Purchaser.
3.11 If the Customer shall fail to take Delivery of the Goods within 28 days of notification that they are ready for Delivery the Customer shall forfeit any deposit paid to the Company and the Company shall have the right to:
3.11.1 sell, dispose of or otherwise deal with the Goods and the Customer 4. The Supplier shall be liable to the Company Purchaser for all loss (including loss of profits) or damage which the Company shall suffer in consequence of the Customer's failure to take Delivery defects of the Goods pursuant to Section 422 of the Commercial Code. The Purchaser is obliged to inspect the Goods without undue delay. If it finds that the delivered Goods have any defect,
5. The Supplier represents, warrants and is liable for being authorized to sell the Goods, to dispose of the same and that the Goods are not subject to any third party's right, including industrial or other intellectual property rights, and that the sale of such sale; and
3.11.2 account the same will not infringe any rights and claims of the third parties or will not give rise to any damage incurred by any third parties. The Supplier also represents that the Goods are certified and an approved product. In the event of any Supplier's representation being untrue, the Supplier shall be liable to the Customer Purchaser for any excess over any such liabilitydamage incurred by the Purchaser.
6. The Contracting Parties agree that ownership of the Goods shall pass onto the Purchaser only upon full payment for the same. Čl.
Appears in 1 contract
Sources: Purchase Agreement
Supply of the Goods.
3.1 The Company shall supply and the Customer shall purchase the Goods at the Price in accordance with the Terms of this agreement.
3.2 The Goods supplied to the Customer by the Company under this agreement shall:
3.2.1 conform to the Specification;
3.2.2 be free from defects in design, material and workmanship and remain so for a minimum of 12 months from the date of Delivery of the Goods, or 15 months from notification of readiness to deliver, whichever is the sooner in accordance with clause 12.1; and
3.2.3 comply with all applicable statutory and regulatory requirements.
3.3 Except as set out in this agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
3.4 The Company shall deliver the Goods to the Customer as follows:
3.4.1 at the Company’s Premises at any time after the Company has notified the Customer that the Goods are ready for collection by the Customer or its designated carrier or agent;
3.4.2 if some other place for Delivery is agreed as the Delivery Address, by the Company delivering the Goods to such address;
3.4.3 upon the placing of the Goods in storage facilities either at the request of the Customer or due to its failure or refusal to accept Delivery; or
3.4.4 upon consignment of the Goods by the Company to the Post Office at the request of the Customer for Delivery in the normal course of post.
3.5 Non-delivery of the Goods shall be notified to the Company within 7 days of the date of dispatch as indicated by the Company.
3.6 The Company and (where relevant) the carriers must be notified within 3 days of the date of Delivery of any damage or shortage and the Customer must retain for inspection any damaged Goods and packaging.
3.7 The Company may deliver the Goods by instalments. Each instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
3.8 The Goods may be delivered by the Company in advance of any specified date of Delivery upon giving reasonable notice to the Customer.
3.9 Delays in the Delivery of the Goods shall not entitle the Customer to:
3.9.1 refuse to take Delivery of the Goods;
3.9.2 claim damages; or
3.9.3 terminate this agreement. For the avoidance of doubt, it is agreed that time for Delivery shall not be of the essence unless it has been stated to be so in the purchase order. Whilst the Company will use reasonable endeavours to deliver the Goods, there may be delays due to a Force Majeure Event. See clause 14 for the Company’s responsibilities when a Force Majeure Event happens.
3.10 If Delivery is to take place at the Company’s Premises and the Customer fails to take Delivery of the Goods within five Business Days of the Company notifying the Customer that the Goods are ready for collection then, except where such failure or delay is caused by the Company's failure to comply with its obligations under this agreement:
3.10.1 Delivery of the Goods shall be deemed to have been completed at 9.00am on the fifth Business Day following the day on which the Company notified the Customer that the Goods were ready for collection; and
3.10.2 the Company shall store the Goods until Delivery takes place, and may charge the Customer for all related costs and expenses (including insurance).
3.11 If the Customer shall fail to take Delivery of the Goods within 28 days of notification that they are ready for Delivery the Customer shall forfeit any deposit paid to the Company and the Company shall have the right to:
3.11.1 sell, dispose of or otherwise deal with the Goods and the Customer shall be liable to the Company for all loss (including loss of profits) or damage which the Company shall suffer in consequence of the Customer's failure to take Delivery of the Goods or of such sale; and
3.11.2 account to the Customer for any excess over any such liability.
3.12 The Company will not support equipment installed, replace of otherwise interfered with, should it be installed by an unapproved installer. The Customer is reminded to acknowledge and accept that only trained personnel of The Company should carry out installation work to ensure adherence to the safe and correct procedure guaranteed by The Company. Should an issue arise, The Company should be the first point of contact to diagnose the problem. The Company will not be responsible for the costs incurred if this clause is not followed.
3.12.1 The Company recommends that an approved engineer change flashcards within equipment to ensure the correct procedure is followed.
Appears in 1 contract
Sources: Terms and Conditions of Sale