TERMS & CONDITIONS OF PURCHASE (SUPPLIERS)

Kärcher UK Ltd

1. Definitions
In these Conditions (hereinafter referred to as "Purchase Conditions"):
“Goods” means all articles, materials or work ordered hereunder.
“Order” means a Purchase Order defined by having a valid Purchase Order Number (PO Number).
“Buyer” means Kärcher (U.K.) Ltd.
“Seller” means the person, firm or company to whom Order is addressed.
"Special Conditions" means any conditions that may (but not limited to) facilitate Order. In cases where Special Conditions are required, both parties accept that Special Conditions shall take precedent over Purchase Conditions.

2. Order
2.1 Purchase Conditions shall apply to Order except to the extent that they may be inconsistent with any Special Conditions appearing on the face of or otherwise incorporated in Order. Such Special Conditions shall contain the complete and final agreement between Buyer and Seller and shall not be varied except with the written agreement of Buyer and Seller.
2.2 Seller must accept Order within 21 days of the date it bears or such other period as Buyer may agree in writing. Failure to do so will give Buyer the right to cancel Order.
2.3 Buyer will not accept responsibility for any Goods unless supplied in accordance with an issued Order duly signed on behalf of Buyer.

3. Delivery Conditions
3.1 Delivery of Goods shall be made by Seller to Buyer’s agent at Seller’s premises.
3.2 Delivery shall be strictly in accordance with Order.
3.3 Delivery, despatch or completion shall always be done as soon as possible. Buyer shall also be entitled to cancel Order and/or claim reimbursement for all losses and expenses suffered in the event:-
3.3.1 Seller fails to deliver Goods or provide services in accordance with the terms of Order.
3.3.2 Seller fails to make progress with Order so as to jeopardise the purpose of Order, whether as a result of a deliberate act or otherwise.
3.4 All Goods must be properly and securely packed. Buyer shall not pay for packing cases or containers but will return them to Seller if so requested.
3.5 Buyer’s representatives are to be allowed to visit Seller’s premises at any reasonable time to check the progress of the work on Goods and Buyer’s representative shall be entitled on the authority of Buyer to inspect Goods which are the subject of Order at any reasonable time at Seller’s works or at the premises of permitted sub-contractor(s).

4. Quality Conditions
4.1 Goods, the subject of Order, shall conform to United Kingdom safety standards and with technical specifications, drawings or other information and instructions specified in Order or otherwise made known to Seller by Buyer.
4.2 Seller warrants that: 4.2.1 Goods are free from defects in design, materials and workmanship.
4.2.2 Goods are of merchantable quality and fit for their intended purpose where made known to Seller or reasonably to be inferred.
4.2.3 Any services shall be provided with the exercise of professional care and skill. These warranties shall survive any termination of Order and are not affected by inspection, delivery, acceptance or payment and shall ensure the benefit of Buyer’s successors, assignees, customers and users of the item or service provided.
4.3 Buyer reserves the right to reject any Goods which do not comply with the specification or which are not of the best quality or do not reach approved standards of design, material, workmanship or quality or which are not in accordance with Seller’s samples approved by Buyer. Buyer may return such rejected supplies to Seller at Seller’s expense and risk and Seller shall at Buyer’s option credit the value of such goods to Buyer or supply replacement supplies free of charge within a reasonable time without prejudice to any further remedies by way of damage or otherwise which Buyer may have against Seller.

5. Price
No alternation to prices may be made without the consent of Buyer in writing by nominated Buyer representative where prices have been agreed. Where prices are still to be agreed at the time of Order is placed quotations must be submitted by Seller and the confirming amendment be issued by Buyer before invoices are rendered.

6. Invoices
Invoices should be submitted to Buyer stating the Purchase Order Number as soon as is reasonably practicable.

7. Payment
Payment will be made within 60 days of the date of delivery of Goods by Seller. No interest surcharge will be accepted by Buyer.

8. Termination
8.1 In the event of a breach or non-observance of any of Purchase Conditions Buyer may give Seller written notice of such breach or non-observance and Seller shall have 28 days from receipt of such notice in which to rectify the breach or non-observance. In the event of such notice Seller should fail so to rectify then Buyer shall have the right to give Seller notice forthwith terminating Order with immediate effect and obtain Goods from another source. Seller shall indemnify Buyer from and against any excess cost resulting from the termination of Order and the arrangement of another source of supply of Goods. In this event, Buyer will supply Seller with detailed breakdown of excess cost.
8.2 Buyer shall have the right to give Seller written notice forthwith terminating Order with immediate effect without liability to Buyer except in respect of Goods already delivered to Buyer prior to such termination should Seller:-
8.2.1 (Being an individual or firm) have any distress or execution levied upon a substantial part of its property or assets or offer to make or make an arrangement with its creditors or commit any act of bankruptcy or have a petition in bankruptcy presented against it or
8.2.2 (Being a limited liability company) pass a resolution for winding up or have any petition for winding up the said company presented, such winding up in either of the above cases being other than for the purpose of a bona fide amalgamation or reconstruction or
8.2.3 Have a receiver of its undertaking appointed or make a general assignment of its assets for the benefit of its creditors.
8.3 Order and agreement arising hereunder may be terminated at any time by Buyer giving Seller notice in writing. A fair and reasonable price shall be paid for all work in progress or completed at the time of termination and subsequently supplied to Buyer. Buyer shall not be liable to make any other payment to Seller (including payments in respect of economic or consequential loss or loss of profit) as a result of such termination.
8.4 Any termination of Order shall not prejudice any rights which may have accrued to either party.

9. Patents
Seller will settle or defend at its expense (and pay any damages costs or fines resulting from) all proceedings or claims against Buyer and its customers for infringement, or alleged infringement, by any Goods furnished under Order, or any part of use thereof, of patents (including utility models and registered designs) now or hereafter granted in the United Kingdom or in any country where Seller hereto before has furnished similar Goods. Seller will at Buyer’s request identify the countries in which Seller hereto before has furnished similar Goods.

10. Seller’s Documentation
Seller will provide Buyer with all present and future instructions relating to the use of Goods and in particular draw attention to any dangers which may be met with on their handling or application or in their use in processing. In this event, nominated Seller representative will provide necessary further information to assist Buyer where required.

11. Sub-Contracts by the Seller.
No work on Order may be sub-contracted by Seller (except as is customary in the trade) nor shall Seller assign any of its obligations hereunder without first obtaining written approval of Buyer. All sub-contracts shall where applicable be placed subject to the same Purchase Conditions as those contained in Order.

12. Product Support
Seller shall comply with every requirement of Buyer’s relevant specification or direction if any, relating to product support including inter alia the free of charge supply of technical data, publications, modifications and spares data and the requirement to provide warranties in favour of and for the benefit of customers of Buyer to whom Goods are delivered.

13. General
13.1 Notices All notices and communications shall be in writing. Any notice or other communication sent to Seller shall be sufficient if sent to an address notified to Buyer for the purpose or to the address of Seller last known to Buyer. Notices or other communications sent by Seller to Buyer shall be sent to the address given for Buyer on the face of Order.
13.2 Waiver Any concession latitude or waiver allowed by Buyer to Seller in respect of any term hereof at any time shall not prevent Buyer from subsequently enforcing that term and shall not be deemed a waiver of any subsequent breach.
13.3 Interpretation Clause headings are for convenience only and shall not govern the interpretation of these Purchase Conditions necessary for Order.
13.4 Severance In the event that any term condition or provision of Order shall be nullified or made void by any Governmental law, decree, regulation or Order or by the decision or Order of any court having jurisdiction the reaming terms, conditions and provisions of Order shall remain in full force and effect.
13.5 Jurisdiction These conditions shall be governed by construed and shall take effect in accordance with the Laws of England and Wales. Nothing in these conditions shall prejudice any condition or warranty (express or implied) or any other right or remedy to which Buyer is entitled in relation to Goods by virtue of statute law common law or otherwise.