FURTHER TERMS OF PURCHASE BY ASPLUNDH
1. DEFINITIONS AND INTERPRETATION
1.1 The words “goods” and “services” shall include goods only or services only and are goods and services supplied by the Supplier to ASPLUNDH.
1.2 The “Law” means Acts of Parliament and Rules and Regulations (including those made by a Local Authority) and the common law.
2. TERMS OF THE CONTRACT BETWEEN THE SUPPLIER AND ASPLUNDH.
2.1 The Terms in this Purchase Order are the only terms of the contract for the supply of goods and services to ASPLUNDH.
2.2 For the avoidance of doubt acceptance of this Purchase Order by the Supplier whether communicated orally or in writing or by delivery of any goods and services pursuant to it includes acceptance of these Terms 1 to 8.
2.3 Any variation to the Terms of this Purchase Order will be recorded in a further Purchase Order and will be described as a variation to this Purchase Order.
3.1 ASPLUNDH will pay for goods and services in accordance with the rates and prices in the Purchase Order.
3.2 ASPLUNDH is not liable to pay for any amount in addition to the amounts stated in this Purchase Order. Any additional amount must be agreed to in a separate Purchase Order.
4.1 The Supplier will submit a tax invoice which includes an ASPLUNDH Purchase Order number. ASPLUNDH is not required to pay an invoice that does not include the Purchase Order number.
4.2 ASPLUNDH will pay invoices on the 20th of the month following the date of the invoice (for example if the invoice is dated 31 January, the invoice is due for payment on 20 February) provided that if:
a. the invoice is received by ASPLUNDH before delivery to and acceptance by ASPLUNDH of the goods and services, then the date of the invoice for payment purposes is the date of acceptance; and
b. the goods and services are delivered and accepted by ASPLUNDH before the delivery date stated in this Purchase Order then the date of the invoice for payment purposes is the delivery date stated; and
c. the goods and services are in part or in whole to be used by ASPLUNDH to satisfy its obligations in any contract with a third party (“Third Party”) then in respect of those goods and services the date of the invoice for payment purposes is the date that the Third Party advises ASPLUNDH that the goods and services are accepted and provided that if the Third Party can retain a part of the money due to ASPLUNDH for a period of time (“Retention Amount”), then ASPLUNDH is not required to pay the Retention Amount to the Supplier until the date that the Third Party is due to pay the Retention Amount to ASPLUNDH.
5.1 The goods and services supplied will comply exactly in all respects with the description in the Purchase Order and will be fit for the intended purpose or purposes and will in ASPLUNDH’s opinion (acting reasonably) be of an acceptable quality and will not be damaged or defective in any way.
5.2 The goods and services and the supply thereof will in all respects comply with the Law.
5.3 ASPLUNDH can reject any goods and services that are in breach of Clause 5.1 and 5.2 herein.
6.1 ASPLUNDH can cancel this Purchase Order or any part of it before delivery of the goods and services described in this Purchase Order.
6.2 ASPLUNDH will advise the Supplier immediately it rejects goods. The Supplier will immediately and at its cost arrange to collect the rejected goods. If the Supplier fails to do this, ASPLUNDH can dispose of the goods in any manner it chooses. The Supplier will reimburse ASPLUNDH for any reasonable costs it incurs in the disposal. These goods will be at the Supplier’s risk in all respects whilst in ASPLUNDH’s possession.
7. DELIVERY AND OWNERSHIP
7.1 The Supplier will at its cost load, transport to and unload the goods at the place stated in the Purchase Order.
7.2 The Supplier will have the sole risk in all respects for the goods and services until they are unloaded at the place specified in the Purchase Order and are accepted by ASPLUNDH. The Supplier will fully insure the goods and services until accepted by ASPLUNDH.
7.3 Asplundh will not be required to acknowledge receipt of any goods and services unless:-
7.4 An acknowledgement of receipt of delivery will not be binding on ASPLUNDH unless it is signed by a person authorised by ASPLUNDH to take delivery of the goods and services.
7.5 The acknowledgement of receipt of any goods and services by ASPLUNDH is acceptance of them provided that an acceptance will not prevent a claim by Asplundh against the Supplier for any defect in the goods and services that Asplundh subsequently becomes aware of.
7.6 That title to and the exclusive possession of the goods and services will pass to ASPLUNDH on its acceptance of the goods and services.
8.1 If there are any additional Terms which are part of but are not expressly stated in this Purchase Order, then this will be stated In this Purchase Order. ASPLUNDH will provide a copy of these additional terms to the Supplier if requested. The Supplier is deemed to know of and accept these additional terms whether or not the Supplier waives requests and is provided with a copy of the other terms.
9.1 If ASPLUNDH fails to enforce its rights pursuant to this Purchase Order immediately it is entitled to, this is not a waiver of its rights and ASPLUNDH can enforce its rights at any time. A waiver by ASPLUNDH of a breach of any Term of this Purchase Order is not a waiver of any further breach of that Term or a breach of any other Term of this Purchase Order.
10.1 The Supplier indemnifies ASPLUNDH for any direct or indirect loss or damage that it suffers or for any costs incurred (including legal costs charged on a lawyer and client basis) as a result of:
a. the goods and services not being as described in Clauses 5.1 and 5.2 herein in all respects (including a defect in the title to and any intellectual property rights attaching to the goods and services); or
b. any other breach of the Purchase Order (including but not limited to failure to supply on time).